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Purchase Order re: Video Imaging System (VIS) - ImageWare Software Inc. and Milwaukee County

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06/16/99                                                                      1

    VIDEO IMAGING SYSTEM (VIS) PURCHASE ORDER ATTACHMENT
    IMAGEWARE/MILWAUKEE COUNTY PROJECT RESPONSIBILITY AGREEMENT
--------------------------------------------------------------------------------

    INSURANCE
    1.    ImageWare will provide Milwaukee County Procurement Division with
          an updated Certificate of Insurance. (The certificate provided on
          March 1, 1999 expires in July.)

    USER DEFINED LISTS
    2.    Milwaukee County (the County) will provide ImageWare with user
          defined lists in ASCII or space delimited text files on either floppy
          disks or CD-ROM for initial loading.

    NETWORK CONNECTIVITY
    3.    The County will provide equipment and adequate ports to connect to
          the Network.

    4.    The County will be responsible for necessary network configurations
          or modifications. ImageWare will inspect each site and provide a site
          preparation document indicating required modifications.

    ENVIRONMENT MODIFICATIONS
    5.    The County must pre-approve modifications to the physical
          environment for capture stations located in the CJF and HOC (i.e.
          lighting and pedestal installation, background preparation).
          ImageWare will inspect each site and will provide a site preparation
          document indicating required modifications. The County will modify
          background walls and electrical wiring as specified in the site
          preparation document. ImageWare will install lighting, pedestals,
          and cameras.

    PAYMENT TERMS
    6.    Payment terms will be as follows:
                Hardware (Dual Processor Netfinity Server, Camera
                Sub-Systems, Capture Hardware, Investigative Hardware),
                Licenses (Sybase), Shipping, and Handling upon issuance of
                Purchase Order (31%); Capture Station Software, Interfaces
                (StarQuest, NIST/Indentix), Conversion, Services
                (Specifications Gathering, Database Customization, Project
                Management), Installation and Training upon installation, or
                completion, and acceptance of each of these deliverables
                (36%); and Investigative Display Software upon final system
                acceptance (33%).

    PAYMENT PROCEDURE
    7.    The payment procedure will be as follows:
          a.    ImageWare will submit original invoices to the County's
                Fiscal Affairs Accounts Payable Department.
                Milwaukee County Fiscal Affairs - A/P
                901 N. 9th St.
                Courthouse Room #301
                Milwaukee, WI 53233-1425

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06/16/99                                                                      2

          b.    ImageWare will submit COPIES of original invoices to the
                County's Information Management Services Division (IMSD)
                Project Manager for approval.
                Adrian Warnier
                Milwaukee County IMSD West
                802 N. 94th St.
                Milwaukee, WI 53226
                (414) 257-6434

          c.    The County Project Manager will forward payment authorization
                to IMSD East (main office). IMSD East will authorize the
                Accounts Payable Department to make payment. Any questions
                regarding payments will be directed to IMSD East.
                Elizabeth Thundercloud
                Milwaukee County
                IMSD/Schlitz Park, Suite #600
                235 W. Galena St.
                Milwaukee, WI 53212
                (414) 289-6939

          d.  The Accounts Payable Department shall make payment within 30
              days.

    SECURITY CLEARANCE
    8.    ImageWare will submit the following information to the County for
          security clearance of all employees or subcontractors who will
          require access into the Criminal Justice Facility, House of
          Correction, and Milwaukee Police Department:
          a.    Last name, First name, Middle initial
          b.    Title
          c.    Sex/Race
          d.    Date of Birth
          e.    Social Security Number
          f.    Driver's License Number and State

    DELAY PENALTY
    9.    ImageWare will have the system installed by October 1st to allow 30
          days for final system testing and final system acceptance. The system
          acceptance testing period will be considered successful if all
          requirements defined in the RFP response, the Purchase Order and
          the Project Responsibility Agreement (this document) have been met.
          The County will assess penalties at a rate of $100.00 per day for
          each CALENDAR day ImageWare delays implementation beyond Nov. 1,
          1999.

    CONVERSION

    10.   The County will provide existing images, excluding thumbnails, in
          individual .jpg files on either CD-ROM or hard disk. ImageWare will
          split the .jpg images into separate front and side images.
          ImageWare will create a batch application which will:
          a.    Extract booking numbers from the existing dBase III database.



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06/16/99                                                                       3

      b.  Query DB2 via StarSQL for required CJIS data related to the
      booking numbers.

      c.  Download the booking numbers and related CJIS data to disk.
      ImageWare will complete conversion by loading all images and data
      into the new system database.

USER-DEFINABLE FLAGS

11.   The County will provide user-definable flags that can be associated to
      each booking. [These are record types that allow database segregation;
      i.e. adult (default); juvenile; employee, etc.]

INVESTIGATIVE WORKSTATIONS

12.   The County will upgrade Sheriff's Department Investigative Workstations
      to Pentium II, 64 mg RAM, Win 95/98 with graphic capability of 256 colors
      and 800X600 resolution.

TECHNICAL AND FUNCTIONAL CAPABILITIES

13.   ImageWare agrees to meet all requirements specified in RFP #098002,
      Amendment #1, and this document unless expressly noted in the RFP Response
      or response to this document.

      a.  CJIS INTERFACE: ImageWare will develop the Option 2 direct-connect
          interface using StarSQL, licensed by the County. ImageWare will
          provide the County with a development plan including tasks and
          timeframes.

      b.  IDENTIX INTERFACE: ImageWare and Identix will jointly develop the
          Identix interface. ImageWare will develop a query mechanism to
          transmit data and images to Identix in the format specified in the
          Identix File Communications Protocol document. Identix will transmit
          ANSI/NIST packages to the State. ImageWare will provide the County
          with a development plan including tasks and timeframes.

      c.  IMAGE SERVER: The Image Server will be a rack server.

      d.  LINE-UPS: ImageWare will include functionality to display both front
          and side images in a line-up.

      e.  LINE-UPS/MUG BOOK: ImageWare will include functionality to view one
          image at a time, and save "mug book" look-ups.

      e.  CUSTOM PRINT FORMATS: The County will provide ImageWare with
          specifications for the 6 custom print formats. ImageWare will
          include in the wanted poster print format a customizable
          free-form text field.

      f.  MAINTENANCE: ImageWare will begin maintenance after final system
          acceptance. ImageWare will provide the County with a Maintenance
          Agreement. This agreement will be renewable and will provide
          coverage 24 hours a day, 7 days a week for the first year. The County
          will have the option to reduce the amount of coverage in subsequent
          years.

<PAGE>

06/16/99                                                                      4

      g.  TRAINING: ImageWare will provide 2 days of training. One day will
          be for system administrators/maintenance staff. The other day will be
          "Train-the-Trainers" for users. The County will schedule no more than
          20 people per class.

      h.  HARDWARE: The County will purchase all hardware specified in the
          System Quotation from ImageWare.

WORK/INSTALLATION PLAN

14.   ImageWare will name and provide the resume of their Project Manager.
      The County Project Coordinator will be:
          Dawn Gehlhoff
          802 N. 94th St.
          Milwaukee, WI 53226
          (414) 257-5548

      ImageWare will provide an updated work/installation schedule.

-------------------------------------------------------------------------------

This document was prepared as an attachment to the Video Imaging System
Purchase Order to further clarify the requirements, terms, conditions, and
project responsibilities of RFP #098002.

ImageWare Software, Inc.:              Milwaukee County:

Name  [ILLEGIBLE]                       Name  /s/ Julious J. Hulbert
      --------------------------              -------------------------------
Title  CFO                              Title  Julious J. Hulbert,
       -------------------------               ------------------------------
Date  6/29/1999                         Date  Purchasing Admin.
      --------------------------              -------------------------------
                                              June 28, 1999

                                        Approved as to form and
                                        Independent Controller status
                                        by Corporation Counsel

                                        [ILLEGIBLE]
                                        -----------------------------
<PAGE>

MILWAUKEE COUNTY CENTRALIZED PURCHASE ORDER

<TABLE>
<CAPTION>

                                                                                                  ======================
                                                                                                  CNTRIZD ORDER NO.         PAGE
                                                                                                    PC 116                 NUMBER
                                                                                                    74162
===================================================================================================================================
DOC    QUANTITY       UNIT     COMMODITY CODE         BIO AND LINE        REQUISITION AND LINE   ACCT         UNIT COST
LINE                  MEAS.                                                                      LINE
NO.                         -------------------------------------------------------------------------------------------------------
                                                                             DESCRIPTION                             EXTENDED COST
-----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>            <C>      <C>                    <C>                 <C>                    <C>          <C>
                           YEAR    2000    COMPLIANCE

                           1.  THE CONTRACTOR, VENDOR OR PROFESSIONAL REPRESENTS, WARRANTS AND COVENANTS THAT ANY SOFTWARE,
                           HARDWARE, PRODUCT, SERVICES ETC: OR ANY MECHANICAL EQUIPMENT, VEHICLES, AUTOMOBILES, OR ANY ITEM
                           CONTAINING EMBEDDED COMPUTER CHIPS IS DESIGNED TO BE USED PRIOR TO, DURING AND AFTER THE CALENDAR
                           YEAR 2000 A.D., AND THAT THE ABOVE MENTIONED ITEMS WILL OPERATE DURING EACH SUCH TIME PERIOD WITHOUT
                           ERROR RELATING TO, OR THE PRODUCT OF DATE DATA WHICH REPRESENTS OR REFERENCES DIFFERENT CENTURIES
                           OR MORE THAN ONE CENTURY.

                           2.  THE FOREGOING REPRESENTATION, WARRANTIES AND COVENANTS ARE IN ADDITION TO, AND NOT IN
                           LIMITATION OF, OTHER WARRANTIES, REPRESENTATIONS AND COVENANTS OF THE CONTRACTOR, VENDOR OR
                           PROFESSIONAL SET FORTH IN THIS AGREEMENT.

                           3.  THE CONTRACTOR, VENDOR OR PROFESSIONAL SHALL INDEMNIFY AND REIMBURSE THE COUNTY FOR DAMAGES
                           CAUSED BY THE YEAR 2000 NON-COMPLIANCE, INCLUDING ACTUAL DAMAGES AND CONSEQUENTIAL DAMAGES AND COST
                           OF REMEDYING THE PROBLEM.












-----------------------------------------------------------------------------------------------------------------------------------

COPY 1: VENDOR                                     /s/ JULIOUS J. HUBERT                        TOTAL AMOUNT
                                                   JULIOUS J. HUBERT                        ---------------------------------------
                                              (PURCHASING ADMINISTRATOR)
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

<S>                            <C>                                                <C>                              <C>       <C>
                                                                                                                  CNTRIZD    PAGE
MILWAUKEE COUNTY CENTRALIZED PURCHASE ORDER                                                                       ORDER NO.  NUMBER
-----------------------------------------------------------------------------------------------------------------  PC 116     01
DEPARTMENT OF ADMINISTRATION   IT IS A DIRECT CONDITION OF THE TERMS OF                    FOR PAYMENT              74162
   PROCUREMENT DIVISION        THIS CONTRACT THAT IF THERE BE ANY TOXIC           MAIL INVOICES IN DUPLICATE TO: -----------
  12200 WEST WIRTH STREET      SUBSTANCES, MATERIALS OR INFECTIOUS AGENTS,
   MILWAUKEE, WISCONSIN        THE VENDOR SHALL SUPPLY TWO COPIES OF              DEPT. OF ADMINISTRATION
       53222-2123              MATERIAL SAFETY DATA SHEETS IN ACCORDANCE          FISCAL AFFAIRS-ACCOUNTS PAYABLE
                               WITH WISCONSIN STATUTES, CHAPTER 364               ROOM 301, COURTHOUSE               CONFIDENTIAL
                                                                                  901 N. 9TH STREET
  DO NOT MAIL INVOICES         ONE DATA SHEET SHALL BE FURNISHED WITH THE         MILWAUKEE, WI 53233
    TO THIS ADDRESS            MATERIAL SHIPMENT AND ONE COPY SENT TO MILWAUKEE
                               COUNTY PROCUREMENT DIVISION. NO MATERIAL WILL
                               BE ACCEPTED FOR DELIVERY WITHOUT THE REQUIRED
                               DATA SHEET.
------------------------------------------------------------------------------------------------------------------------------------
VENDOR    04963                          SHIP-TO   171
NUMBER:
          IMAGEWARE SOFTWARE                   MILW COUNTY DEPT. OF ADMIN.                   WE RESERVE THE RIGHT TO
          10883 THORNMINT ROAD                 INFORMATION MANAGEMENT SRV DIV                CANCEL THIS ORDER IF
          SAN DIEGO  CA  92127                 SCHLITZ PART, SUITE 600                       SHIPMENT IS NOT MADE AS
                                               235 W GALENA STREET                           OUTLINED.
                                               MILWAUKEE, WI 53212
                                                                                             BY ACCEPTING AND FILLING THIS
                                                                                             ORDER OR ANY PART THEREOF,
                                                                                             THE SELLER HEREBY AGREES TO
                                                                                             AND SHALL BE BOUND BY THE
                                                                                             TERMS AND CONDITIONS PRINTED
                                                                                             ON THE REVERSE SIDE OF THIS
                                                                                             ORDER.
----------------------------------------------------------------------                       & Y2K Language attached.
ORDER DATE   VENDOR TERMS        F.O.B.                DELIVERY DATE
----------------------------------------------------------------------
 06/21/99    NET 30 DAYS         DESTINATION           10/01/99
----------------------------------------------------------------------                       ACCT
DOC       QUANTITY    UNIT       COMMODITY CODE    BID AND LINE   REQUISITION AND LINE       LINE          UNIT COST
LINE                  MEAS. ----------------------------------------------------------------------------------------------------
NO.                                                   DESCRIPTION                                                 EXTENDED COST
--------------------------------------------------------------------------------------------------------------------------------
001         1.000     LOT    20867            098002                                          01           23,550.400000
                             DUAL PROCESSOR NETFINITY SERVER (RAID V) NETFINITY 5500                              23,550.40
                             350/400/450MHZ 1, PER RFP 098002.

                             NOTE: ALL LINE ITEMS PER ATTACHMENT TO PURCHASE ORDER.

002         1.000     LOT    20867            098002                                          01           34,196.250000
                             CAMERA SUBSYSTEMS - HITACHI HV-C20, NIST STANDARDS,                                  34,196.25
                             3-CHIP, 3/LOT, PER RFP 098002.

003         1.000     LOT    20867            098002                                          01            8,812.800000
                             CAPTURE HARDWARE - IBM PC 300PL 6862 (4X$) 2,                                         8,812.80
                             4/ LOT, WITH G74-17 MONITOR.

004         1.000     LOT    20867            098002                                          01           4,406.400000
                             INVESTIGATIVE HARDWARE - IBM PC 300 PL 6862 (4X4) 2                                  4,406.40
                             WITH MONITOR.

005         1.000     LOT    20867            098002                                          01           6,720.000000
                             PRINTERS - HP2000CXI, 8/LOT                                                          6,720.00

                                                   (CONTINUED ON PAGE 02)
--------------------------------------------------------------------------------------------------------------------------------
                                                     /s/ JULIOUS J. HUBERT
COPY 1: VENDOR     BUYER:    MICHAEL BURCZYK             JULIOUS J. HUBERT          TOTAL AMOUNT
                             414-223-8127            (PURCHASING ADMINISTRATOR)  -----------------------------------------------

<PAGE>

MILWAUKEE COUNTY CENTRALIZED PURCHASE ORDER                                                                      CNTRIZD
                                                                                                                 ORDER NO.   PAGE
                                                                                                                  PC 116    NUMBER
                                                                                                                  74162       02
----------------------------------------------------------------------------------------------------------------------------------
                                                                                            ACCT
DOC       QUANTITY    UNIT       COMODITY CODE    BID AND LINE   REQUISITION AND LINE       LINE            UNIT COST
LINE                  MEAS.      -------------------------------------------------------------------------------------------------
NO.                                                   DESCRIPTION                                                  EXTENDED COST
----------------------------------------------------------------------------------------------------------------------------------
006         1.000     LOT    20867            098002                                          01            1,323.000000
                             LAMINATOR - 3/LOT                                                                     1,323.00

007         1.000     LOT    20867            098002                                          01              178.200000
                             FASTENER TOOL - 3/LOT                                                                   178.20

008         1.000     LOT    20867            098002                                          01               216.000000
                             DIE CUTTER - 3/LOT                                                                       216.00

009         1.000     LOT    20867            098002                                          01              3,269.750000
                             LICENSES - SYBASE 6.0, 25 USERS                                                        3,269.75

010         1.000     LOT    20867            098002                                          01              7,322.510000
                             SHIPPING AND HANDLING -                                                                7,322.51

011         1.000     LOT    20867            098002                                          01             24,000.000000
                             CCS CAPTURE STATION SOFTWARE - 3/LOT.                                                 24,000.00
                             NO CHARGE FOR TWO SUSPECT ID AND TWO CRIME LAB.

012         1.000     LOT    20867            098002                                          01             44,000.000000
                             CUSTOM INTERFACES - SYSTEMS INTEGRATION STARQUEST                                     44,000.00
                             AND NIST WITH INDENTIX

013   300,000.000    EACH    20867            098002                                          01                  0.080000
                             CONVERSION OF RECORDS FROM ALTERNATIVE BOOKING SYSTEM -                               24,000.00

014         1.000     LOT    20867            098002                                          01              1,800.000000
                             SPECIFICATIONS GATHERING -                                                             1,800.00

015         1.000     LOT    20867            098002                                          01                900.000000
                             DATABASE CUSTOMIZATION -                                                                 900.00

016         1.000     LOT    20867            098002                                          01              2,700.000000
                             PROJECT MANAGEMENT -                                                                   2,700.00

                                                   (CONTINUED ON PAGE 03)
----------------------------------------------------------------------------------------------------------------------------------
                                                     /s/ JULIOUS J. HULBERT
COPY 1: VENDOR     BUYER:    MICHAEL BURCZYK             JULIOUS J. HULBERT         TOTAL AMOUNT
                             414-223-8127            (PURCHASING ADMINISTRATOR)  -----------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

MILWAUKEE COUNTY CENTRALIZED PURCHASE ORDER                                                              CNTRIZD ORDER NO.    PAGE
                                                                                                               PC116         NUMBER
                                                                                                               74162           03
------------------------------------------------------------------------------------------------------------------------------------
DOC     QUANTITY    UNIT       COMMODITY CODE          BID AND LINE          REQUISITION AND LINE       ACCT       UNIT COST
LINE                MEAS.                                                                               LINE
NO.                         --------------------------------------------------------------------------------------------------------
                                                                  DESCRIPTION                                          EXTENDED COST
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>         <C>     <C>                     <C>                   <C>                           <C>        <C>
017        1.000    LOT     20867                   098002                                              01            15,833.710000
                            INSTALLATION-                                                                                  15,883.71

018        1.000    LOT     20867                   098002                                              01             2,000.000000
                            TRAINING-                                                                                       2,000.00

019        1.000    LOT     20867                   098002                                              01           100,000.000000
                            CCS INVESTIGATIVE DISPLAY SOFTWARE, FULL, 25/LOT                                              100,000.00

020        1.000    LOT     20867                   098002                                              01            44,532,550000
                            SUPPORT- 1ST YEAR, 24/7, W/8 HR ON-SITE RESPONSE TIME                                          44,532.55
                            REFERENCING RX 116-721.

************************************************************************************************************************************
**********************************************  ACCOUNTING LINE(S)  ****************************************************************

        ACCT LN:     01      1850 120 1850          W1850E99 D601 D917 8557
                                                                ACCT LINE TOTAL:                349,811.57











                                       ******  END OF PURCHASE ORDER  ******
                              VENDORS MUST COMPLY WITH ALL PROVISIONS OF COUNTY ORD 56.17
------------------------------------------------------------------------------------------------------------------------------------
                                                  /S/ JULIOUS J. HULBERT                 TOTAL AMOUNT                     349,811.57
COPY 1: VENDOR    BUYER:   MICHAEL BURCZYK        JULIOUS J. HULBERT                  ----------------------------------------------
                           414-223-8127      (PURCHASING ADMINISTRATOR)

</TABLE>

<PAGE>

                              TABLE OF CONTENTS

ASSUMPTIONS & RFP EXCEPTIONS...................................................3


TECHNICAL PROPOSAL..................................ERROR! BOOKMARK NOT DEFINED.


2.1 EXECUTIVE SUMMARY...............................Error! Bookmark not defined.


   SYSTEM OVERVIEW..................................Error! Bookmark not defined.

      CENTRAL SERVER................................ERROR! BOOKMARK NOT DEFINED.

      CAPTURE STATIONS..............................ERROR! BOOKMARK NOT DEFINED.

      INVESTIGATIVE WORKSTATION.....................ERROR! BOOKMARK NOT DEFINED.


   HISTORY..........................................Error! Bookmark not defined.


2.2 TECHNICAL and FUNCTIONAL CAPABILITIES......................................3

   1. GENERAL FEATURES.........................................................3

   2. SYSTEM SECURITY..........................................................5

   3. SYSTEM INTEGRATION.......................................................6

   4. VIDEO IMAGE SERVER.......................................................7

   5. ARCHIVING VIDEO IMAGES...................................................9

   6. CAPTURING VIDEO IMAGES...................................................9

   7. RETRIEVING AND VIEWING VIDEO IMAGES.....................................10

   8. PRINTING VIDEO IMAGES...................................................12

   9. VIDEO LINE-UPS AND WANTED POSTERS.......................................13

   10. INMATE WRISTBANDS AND DOCUMENTS........................................14

   11. CONVERSION OF EXISTING VIDEO IMAGES....................................15

   12. INSTALLATION...........................................................16

   13. MAINTENANCE AND SUPPORT................................................16

   14. TRAINING...............................................................17

      CRIME CAPTURE SYSTEM TRAINING OUTLINE...................................18

<PAGE>

REQUEST FOR                     VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                  MILWAUKEE COUNTY
BID #5467

   15. HARDWARE..............................................................19

2.3 EXPERIENCE & REFERENCES..................................................22

   C.R.I.M.E.S. SUITE OF LAW ENFORCEMENT PRODUCTS............................22

      SUSPECT ID-R-..........................................................22

      CRIME LAB-R-...........................................................22

      VEHICLE ID-TM-.........................................................23

      FACE ID-TM-............................................................23

      CRIME CAPTURE SYSTEM-TM-...............................................23

      ARIZONA DEPARTMENT OF PUBLIC SAFETY....................................24

      LOS ANGELES COUNTY, LAKEWOOD...........................................28

      NEW YOUR CITY POLICE DEPARTMENT........................................31

      HENEPIN COUNTY SHERIFF'S OFFICE (MINNEAPOLIS)..........................31

   VENDOR DATA AND REFERENCE SHEET...........................................32

   XIMAGE EXPERIENCE & SUCCESS STORIES.......................................35

   OTHER NOTABLE BOOKING INSTALLATIONS.......................................35

   IMAGEWARE EXECUTIVES......................................................36

   KEY PROJECT STAFF.........................................................37

   OTHER C.R.I.M.E.S. REFERENCES.............................................43

   OTHER XIMAGE REFERENCES........................ Error! Bookmark not defined.

2.4 MAINTENANCE..............................................................44

2.5 TRAINING.................................................................44

2.6 WORKPLAN.................................................................45

   PROJECT ORGANIZATION & STAFFING...........................................45

   APPROACH TO PROJECT.......................................................45

2.7 FINANCIAL STABILITY......................................................47




IMAGEWARE SOFTWARE, INC.                  2               PHONE 619-673-8600
10883 THORNMINT ROAD                                        FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                     VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                  MILWAUKEE COUNTY
BID #5467

ASSUMPTIONS & RFP EXCEPTIONS
-------------------------------------------------------------------------------

- Any and all user defined and maintained lists will be the same throughout
  the system, and those lists will be provided to ImageWare for initial
  loading.
- All necessary equipment to allow connection to the existing network will be
  provided either by the County or each agency where the installation is to
  be done. It is expected that there will be adequate ports available at each
  remote site for the capture station and investigative workstation
  installation and at the central server installation.
- ImageWare does not desire to take on any network configuration or
  modifications.
- ImageWare Software Inc. requests the Payment Terms to be part of the
  contract negotiations, and proposes the following schedule:

           40% upon issuance of Purchase Order;
           40% upon installation of equipment; and
           20% upon final system acceptance.




-------------------------------------------------------------------------------

2.2 TECHNICAL AND FUNCTIONAL CAPABILITIES
-------------------------------------------------------------------------------
    (IWS ANSWERS IN BOLD/ITALICS)


1. GENERAL FEATURES
   ----------------
     1.1.  (Mandatory) The video imaging system (VIS) must be capable of
           capturing, storing, retrieving, displaying, and printing video
           images.

           THE PROPOSED CRIME CAPTURE SYSTEM (CCS) MEETS ALL OF THESE
           REQUIREMENTS! ALSO INCLUDED IN THE PROPOSAL ARE 2 FREE COPIES OF
           CRIME LAB IMAGE ENHANCING SOFTWARE. CRIME LAB IS CAPABLE OF
           CAPTURING VIDEOS FROM EXTERNAL SOURCES, ENHANCING IMAGES AND
           REMOVING BACKGROUNDS AS WELL AS A GREAT DEAL OF OTHER PHOTO
           EDITING CAPABILITIES. SEE ATTACHMENTS.

     1.2.  (Mandatory) The VIS must be capable of generating video line-ups
           and wanted posters.

           CCS GENERATES BOTH VIDEO LINE-UPS AND WANTED POSTERS.
           ADDITIONALLY, WE ARE INCLUDING 2 FREE COPIES OF SUSPECT ID
           COMPOSITE SOFTWARE, WHICH ALSO PRINTS WANTED POSTERS OF COMPOSITE
           DRAWING SUSPECTS. SEE ATTACHMENTS.

     1.3.  (Mandatory) The VIS must be easy to use and provide a
           user-friendly interface employing menus and prompts. The
           workstation software should be easy to learn and simple to operate,
           even by non-technical personnel.

IMAGEWARE SOFTWARE, INC.                  3               PHONE 619-673-8600
10883 THORNMINT ROAD                                        FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                     VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                  MILWAUKEE COUNTY
BID #5467

           THE CRIME CAPTURE SYSTEM HAS A VERY EASY NAVIGATION METHOD.
           FUNCTIONS ARE DISPLAYED ON THE FIRST SCREEN, AND THE USER
           PICKS A FUNCTION. EACH SCREEN WITHIN THE FUNCTION ALWAYS INCLUDES
           THE ABILITY TO GO TO THE PREVIOUS SCREEN OR TO GO TO THE MAIN MENU
           SCREEN. NO TOOL BARS OR TEXT MENUS ARE REQUIRED. THE SYSTEM IS A
           WINDOWS PRODUCT, AND MAKES FULL USE OF THE WINDOWS SCREENING
           PROPERTIES. OUR ENGINEERS HAVE DESIGNED ALL OF OUR SOFTWARE WITH
           NON-TECHNICAL USERS IN MIND. THE AMOUNT OF SCREENS NECESSARY ARE
           KEPT TO AN ABSOLUTE MINIMUM. DROP DOWN MENUS, POP-UP WARNINGS AND
           STANDARD WINDOWS FUNCTION FEATURES ARE ALL INHERENT. SIMPLE
           BUTTONS AND ICONS MAKE IT VERY EASY TO LEARN AND OPERATE.

     1.4.  (Mandatory) The VIS must incorporate non-customized software that
           can be updated as new features, enhancements, and upgrades become
           available.

           CCS IS WRITTEN FOR LAW ENFORCEMENT IN GENERAL. THE PROPOSED SYSTEM
           IS NON-CUSTOMIZED FOR MILWAUKEE COUNTY. AS CCS IS ENHANCED OR
           UPGRADED, THESE FEATURES CAN BE ADDED TO ALL SYSTEMS, NON-SPECIFIC
           TO MILWAUKEE COUNTY, BUT INCLUDING MILWAUKEE COUNTY. THIS ALLOWS
           IMAGEWARE TO KEEP ALL THEIR CUSTOMERS ON A UNIFIED VERSION OF CCS,
           KEEPING MAINTENANCE COSTS DOWN.

           HOWEVER, WITHIN CCS, EACH INDIVIDUAL DEPARTMENT CAN CUSTOMIZE
           THEIR OWN SYSTEM WITHOUT ENDANGERING THE UNIFORMITY OF SYSTEMS
           THROUGHOUT THE COUNTRY. MEANING, PICK LISTS CAN BE CHANGED, FIELDS
           CAN BE DEFINED BY USERS AND REPORTS CAN BE DESIGNED AND SAVED.

           NOTE: IF THE DIRECT CONNECT OPTION 2 IS CHOSEN FOR THE CJIS
           INTERFACE, THE LEVEL OF CUSTOMIZATION WILL INCREASE.

     1.5.  (Desirable) The VIS should be a modular system that allows
           Milwaukee County to purchase only the software needed and affords
           the ability to expand functionality at a future date.

           IN FACT, OUR SYSTEM IS OF MODULARE NATURE. MILWAUKEE COUNTY CAN
           PURCHASE ONLY WHAT IS NECESSARY AND CAN EASILY EXPAND THEIR
           CAPABILITIES AT A LATER DATE WITHOUT INCURRING ADDITIONAL HARDWARE
           COSTS.

     1.6.  (Mandatory) The VIS software and hardware must be year 2000
           compliant. All dates must contain a century indicator and date
           compares and calculations must work correctly in the new
           millennium.

           CCS AND ALL THE C.R.I.M.E.S. MODULAR SOFTWARE HAS BEEN TESTED AND
           DEVELOPED TO BE YEAR 2000 COMPLIANT.

     1.7.  (Mandatory) The VIS must create, transmit, and store video images
           that meet all State and Federal American National Standards
           Institute (ANSI) and National Institute of Standards and
           Technology (NIST) standards.

           CCS MEETS ALL ANSI/NIST STANDARDS. IT IS CAPABLE OF BOTH IMPORTING
           AND EXPORTING NIST PACKAGES.

     1.8.  (Preferred) The VIS should combine video images with fingerprints,
           demographics, and arrest charge data, and transmit this
           information as a standard packet to the State Crime Information
           Bureau (CIB).

IMAGEWARE SOFTWARE, INC.                  4               PHONE 619-673-8600
10883 THORNMINT ROAD                                        FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                     VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                  MILWAUKEE COUNTY
BID #5467

           CCS IS CAPABLE OF COMBINING THE LIVESCAN FINGERPRINT IMAGES AND
           DATA WITH THE MUGSHOT PHOTO DATA, AND EXPORTING THEM AS A SINGLE
           PACKAGE.


2. SYSTEM SECURITY
------------------

     2.1.  (Mandatory) The VIS must include security that limits access to
           functionality. The respondent must fully describe system security,
           including the maximum number of users.

           SYSTEM SECURITY WILL MAKE USE OF BOTH OPERATING SYSTEM PERMISSIONS
           AS WELL AS DATABASE SOFTWARE SECURITY. THIS WILL ALLOW ACCESS TO
           CERTAIN FUNCTIONS AND DATA TO BE CONTROLLED BY THE SYSTEM
           ADMINISTRATOR. THESE PRIVILEGES AND PERMISSIONS WILL BE GIVEN AND
           CONTROLLED BY USER LOGIN. THERE WILL BE AN ADMINISTRATIVE FUNCTION
           AVAILABLE ONLY TO THE SYSTEM ADMINISTRATOR, WHERE THESE
           PERMISSIONS AND PRIVILEGES ARE MAINTAINED. THE MAXIMUM NUMBER OF
           USERS IS UNLIMITED, HOWEVER, THIS PROPOSAL LIMITS THE CONCURRENCY
           TO 25.

           SYSTEM SECURITY CONTROLS WHETHER THE IMAGES ARE READ ONLY THROUGH
           THE OPERATING SYSTEM PERMISSIONS AS WELL AS THE DATABASE SECURITY.
           IMAGES MUST BE EXPORTED FROM THE DATABASE AND IMPORTED INTO OTHER
           SOFTWARE TO ALLOW ANY EDITING OF THE IMAGE. IT CANNOT BE SAVED
           BACK TO THE DATABASE IN ITS ALTERED STATE AS THE ORIGINAL IMAGE.
           HOWEVER IT CAN BE ADDED TO THE RECORD AS A NEW IMAGE.

     2.2.  (Preferred) The VIS should allow unlimited users and limit access
           to functionality by user ID.

           CCS ALLOWS FOR AN UNLIMITED NUMBER OF USERS AND PASSWORDS TO BE
           GIVEN. CONCURRENCY IS CONTROLLED BY THE NUMBER OF LICENSES SOLD.
           THIS PROPOSAL IS WRITTEN FOR 25 CONCURRENT USERS, AS SPECIFIED,
           BUT WITH UNLIMITED USER ID'S. ADDITIONAL CONCURRENT USERS CAN BE
           PURCHASED AT ANY TIME. FUNCTIONALITY AND ACCESS ARE LIMITED BY
           USER ID.

           NOTE: IMAGEWARE CAN PROVIDE THE ABILITY TO SEARCH THE DATABASE
           USING A SECURE INTRANET AND STANDARD BROWSER, THUS ALLOWING
           UNLIMITED USERS, HOWEVER, THIS FUNCTION IS NOT PRICED IN THE QUOTE.

     2.3.  (Mandatory) The VIS must allow the ability to delete unwanted
           saved images. System security must control use of this function.

           THE SYSTEM ADMINISTRATOR CAN AUTHORIZE DELETIONS BY CERTAIN USERS
           THROUGH THE USER ID PASSWORDS.

     2.4.  (Desirable) The VIS should allow the ability to disassociate a
           captured image from incorrect data and re-associate it to correct
           data. System security should control use of this function.

           IF THE USER HAS EDITING RIGHTS, THEN THIS MAY BE ACCOMPLISHED.

IMAGEWARE SOFTWARE, INC.                  5               PHONE 619-673-8600
10883 THORNMINT ROAD                                        FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                     VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                  MILWAUKEE COUNTY
BID #5467


3. SYSTEM INTEGRATION
---------------------
     3.1.  (Mandatory) The respondent must fully describe how the VIS will
           integrate with Milwaukee County's booking system, the Criminal
           Justice Information System (CJIS). CJIS stores demographic data in
           DB2 tables (version 4.1) on the County's mainframe. Milwaukee
           County's mainframe utilizes an Amdahl GS425 mainframe running
           MVS/ESA version 4.2.2. An operating system upgrade from MVS/ESA to
           OS390 will occur some time in 1999.

           IMAGEWARE IS OFFERING TWO SEPARATE INTERFACE OPTIONS.

           OPTION 1 FILE TRANSFER. THIS IS THE TRADITIONAL, YET EFFECTIVE,
           LOW COST METHOD OF TRANSFERRING DATA BETWEEN DISPARATE SYSTEMS. IT
           REQUIRES THE CJIS SYSTEM, UPON COMPLETION OF ANY RECORD, TO CREATE
           A FLAT FILE (B.TXT, ASCII, NIST, ETC.) AND TEMPORARILY STORE THIS
           FILE IN A DIRECTORY THAT CCS CONSTANTLY MONITORS. IT MAY EVEN BE
           THE SAME EXACT FILE THAT IS BEING WRITTEN FOR THE IDENTIX
           INTERFACE. ONCE CCS RECOGNIZES THAT A FILE HAS BEEN CREATED, IT
           WILL INSTANTLY IMPORT THE DATA INTO THE CCS DATABASE. WHEN THE
           USER THEN GOES TO TAKE A MUGSHOT AND GATHER ADDITIONAL SMT
           INFORMATION ON THIS SAME SUBJECT, THE DATA FIELDS ARE ALREADY
           POPULATED. BASICALLY, ANY TIME A RECORD IS CREATED, EDITED OR
           DELETED FROM WITHIN THE CJIS DATABASE, THIS INFORMATION
           AUTOMATICALLY FLOWS TO CCS AND IDENTIX, THEREFOR SYNCHRONIZING
           BOTH SYSTEMS AND ELIMINATING DUPLICATE ENTRY. THE FILE TRANSFER
           METHOD CARRIES MANY BENEFITS:

           -  IT IS VERY COST EFFECTIVE
           -  IT IS VERY FAST
           -  THE SAME FLAT FILE CAN BE USED BY MULTIPLE VENDORS AND SYSTEMS
           -  IT IS EASY TO TROUBLESHOOT AND MAINTAIN
           -  CHANGES IN DATA CONTENT (NEW REQUIREMENTS) CAN BE MADE
              RELATIVELY EASILY
           -  IF CJIS IS DOWN, IT DOES NOT AFFECT CCS.
           -  IT CAN BE QUICKLY ENGINEERED
           -  NO THIRD PARTY SOFTWARE OR HARDWARE IS NEEDED
           -  IT REQUIRES ONLY LIMITED CUSTOMIZATION

           OPTION 2 - DIRECT CONNECT - THIS METHOD IS THE MORE RELIABLE OF
           THE TWO, YET IT INVOLVES MORE CUSTOMIZATION AND ENGINEERING TIME.
           CCS CONSTANTLY MONITORS ALL FIELDS WITHIN CJIS AND REPLICATES DATA
           TO THE CCS DATABASE AS CHANGES ARE MADE. USING THIRD PARTY
           SOFTWARE, STARPIPES ENABLES WINDOWS CLIENT AND SERVER APPLICATIONS
           TO ACCESS IBM DB2 DATABASES USING TC/PIP. STARPIPES OPERATES WITH
           STARQUEST'S STARSQL SOFTWARE, AN ODBC DRIVER FOR WINDOWS THAT USES
           IBM'S DRDA DATABASE INTEROPERABILITY PROTOCOL TO ANY DB2
           RELATIONAL DATABASE. THIS METHOD DOES REQUIRE A HIGH LEVEL OF
           ENGINEERING AND WILL TAKE SEVERAL MONTHS TO ACCOMPLISH. THIS
           METHOD DOES REQUIRE CCS TO REPLICATE DATA, BUT MORE EFFICIENTLY
           AND RELIABLY THAN THE FILE TRANSFER METHOD.

     3.2.  (Mandatory) The VIS cannot utilize screen scraping to retrieve
           data from CJIS.

           SCREEN SCRAPING WILL NOT BE USED.

     3.3.  (Preferred) The VIS should directly interface with the DB2 data
           stored on the

IMAGEWARE SOFTWARE, INC.                  6               PHONE 619-673-8600
10883 THORNMINT ROAD                                        FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                     VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                  MILWAUKEE COUNTY
BID #5467

           mainframe and should not employ database replication or a mirrored
           database solution.

           SEE ANSWER TO 3.1.

     3.4.  (Desirable) If the preferred VIS interface is not proposed and a
           separate database is required, the database should be
           non-proprietary and the respondent should be responsible for
           insuring that the VIS database remains synchronized with the CJIS
           database. Adds, updates, and deletions should only occur within
           CJIS. Any polling required to update the VIS database should be
           done by the respondent.

           CCS IS AN OPEN ARCHITECTURE, ODBC COMPLIANT SYSTEM. THE DATA
           TRANSFER OPTIONS RECOMMENDED IN SECTION 3.1. BOTH INSURE THAT THE
           VIS REMAINS SYNCHRONIZED WITH CJIS. THE DATA FLOW IS SUCH THAT ALL
           ADDS, EDITS AND DELETIONS OCCUR ONLY WITHIN CJIS AND ARE THEN
           TRANSFERRED TO CCS. CCS WILL DO ALL POLLING OF EITHER THE SHARED
           DIRECTORY OR THE CJIS DATABASE.

     3.5.  (Mandatory) The VIS must integrate with the existing Criminal
           Justice Facility (CFJ) local area network (LAN), a mixed Token
           Ring/Ethernet environment (moving to all Ethernet) with Novel IPX
           (version 3.12, upgrading to 4.11 in 1999) and TCP/IP communication
           protocol.

           THIS REQUIREMENT WILL BE MET.

     3.6.  (Mandatory) The VIS software should run on existing CFJ LAN
           workstations running Windows 95 and should be upgradeable to
           Windows 98 (MINIMUM CONFIGURATION BELOW).

     -     Pentium 166Mhz Processor
     -     32 MB RAM
     -     1.2 GB Hard Drive
     -     15" SVGA Monitor
     -     OS- Windows 95 or 98

           THE CCS INVESTIGATIVE SOFTWARE IS CAPABLE OF RUNNING ON THE ABOVE
           HARDWARE GIVEN THAT THE SYSTEMS GRAPHICS ARE CAPABLE OF 800X600
           RESOLUTION AND CAN DISPLAY MORE THAN 256 COLORS. CCS INVESTIGATIVE
           RUNS ON BOTH WINDOWS 95 AND WINDOWS 98.

           RECOMMENDED: IWS RECOMMENDS THAT THE WORKSTATIONS BE A PENTIUM II
           PROCESSOR WITH 64 MB RAM. ALL GRAPHICS MUST BE CAPABLE OF MORE
           THAN 256 COLORS AND 800X600 RESOLUTION.

     3.7.  (Mandatory) The VIS must have the ability to integrate with
           Milwaukee County's Identix live-scan fingerprint system.

           CCS HAS SUCCESSFULLY INTEGRATED WITH THE IDENTIX LIVESCAN SYSTEM
           AT SEVERAL SITES. DATA FLOW CAN BE EITHER WAY. STANDARD NIST TYPE
           DATA TRANSACTIONS ARE USED TO ACCOMPLISH THIS TASK. IT IS ALSO
           POSSIBLE TO COMBINE BOTH THE CCS NIST PACKAGE AND LIVESCAN NIST
           PACKAGE FOR FORWARDING TO THE STATE'S CIB.

4. VIDEO IMAGE SERVER
---------------------
     4.1.  (Preferred) The VIS should utilize the existing CJF LAN video
           image server

IMAGEWARE SOFTWARE, INC.                  7               PHONE 619-673-8600
10883 THORNMINT ROAD                                        FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                     VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                  MILWAUKEE COUNTY
BID #5467

           (configuration below). The respondent must provide the necessary
           server upgrades to meet VIS requirements.

     -     Compaq Proliant 650OR Server
     -     256 MB RAM
     -     2.1 G Mirrored SYS Volume
     -     30 G, RAID V, VD MUG Volume (Seven 4.3 GB Hard Drives), 24,072 MB
           Usable Drive Space 14,367 MB Free

           IWS IS PROPOSING TO INSTALL A NEW IBM NETFINITY 5500 SERVER AS
           DESCRIBED IN REQUIREMENT 4.2.. IT MAY BE POSSIBLE TO UTILIZE THE
           EXISTING SERVER, HOWEVER, UPGRADES WOULD NEED TO BE MADE TO MATCH
           THE SPECIFICATIONS FOR THE SERVER IN SECTION 4.2.

     4.2.  (Mandatory) The VIS should accommodate a minimum of 5 years of
           video images on-line (approximately 80,000 images per year).

           THE FOLLOWING SERVER WILL ACCOMMODATE MORE THAN 70,000 IMAGES OVER
           A PERIOD OF 5 YEARS. FOR FULL DESCRIPTION, SEE PAGE 6.

           --------------------------------------------------------------------
           DUAL PROCESSOR NETFINITY SERVER (RAID V)
           --------------------------------------------------------------------
           Netfinity 5500 450MHz
           --------------------------------------------------------------------
            IBM NETFINITY 5500 PENTIUM II 450 MHZ/512KB L2,256MB ECC,
            OPEN,32X,PCI/ISA
           --------------------------------------------------------------------
             (Std) 10/100 PCI Ethernet
           --------------------------------------------------------------------
             (Std) 2-Drop 16-bit SCSI Internal Cable
           --------------------------------------------------------------------
             (Std) 32X Max IDE CD-ROM Drive
           --------------------------------------------------------------------
             (Std) 450/100 MHz Pentium II Processor with 512KB ECC L2 Cache
           --------------------------------------------------------------------
             (Std) IBM 1.44MB 3.5-inch Diskette Drive
           --------------------------------------------------------------------
             (Std) IBM 104-key Keyboard (Stealth Gray)
           --------------------------------------------------------------------
             (Std) Integrated IDE Controller
           --------------------------------------------------------------------
             (Std) Integrated PCI Ultra SCSI RAID Controller-dual channel
           --------------------------------------------------------------------
             (Std) Mouse Stealth Gray
           --------------------------------------------------------------------
             (Std) Netfinity 400W Hot-Swap Power Supply
           --------------------------------------------------------------------
             (Std) Netfinity NetBAY3
           --------------------------------------------------------------------
             (Std) Processor Complex Card
           --------------------------------------------------------------------
             (Std) S3 Trio64V2 Graphics - 1MB SGRAM
           --------------------------------------------------------------------
             (Std) Systems Management Processor
           --------------------------------------------------------------------
            IBM 20/40GB DLT Internal SCSI Tape Drive (FH)
           --------------------------------------------------------------------
            IBM Netfinity 400W Hot-Swap Redundant Power Supply II
           --------------------------------------------------------------------
           (4) Netfinity 18.2GB Wide Ultra SCSI SCA-2 SL HDD (Hot Swap, RAID V)
           --------------------------------------------------------------------
            Smart-UPS 1400-17 Min Runtime
           --------------------------------------------------------------------
            ISA 56K/33.6KBPS Plug and Play Data/Fax Modem
           --------------------------------------------------------------------
           (2) 450/100MHz Pentium II Processor with 512KB ECC L2 Cache
           --------------------------------------------------------------------
            G74 - 17(15.9) in. Color Monitor, 69kHz, Stealth Gray
           --------------------------------------------------------------------
            Windows NT Enterprise Server, 25 clients
           --------------------------------------------------------------------

IMAGEWARE SOFTWARE, INC.                  8               PHONE 619-673-8600
10883 THORNMINT ROAD                                        FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                     VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                  MILWAUKEE COUNTY
BID #5467


5. ARCHIVING VIDEO IMAGES
-------------------------
     5.1.  (Mandatory) The VIS must archive video images and allow retrieval
           of archived images. The respondent must fully describe an
           archiving solution including the amount of disk space.

           CURRENTLY, THE ARCHIVING SOLUTION IS A MANUAL ONE. RECORDS AND
           DATA MAY BE MOVED TO ANOTHER HARD DRIVE OR CD BY DATE AND CONTROL
           NUMBER. ONE RECORD WITH TWO PHOTOS IS APPROX. 80K IN SIZE. ONCE
           ARCHIVED, THEY MAY BE SEARCHED BY SIMPLY IDENTIFYING THE DRIVE AND
           DATABASE DURING LOG-IN.

           ENGINEERS ARE CURRENTLY WORKING ON AN AUTOMATIC ARCHIVING
           SOLUTION. WHEN READY, THIS WILL BE A NON-CUSTOMIZED ENHANCEMENT
           AND DELIVERED TO ALL CCS CUSTOMERS.

     5.2.  (Preferred) The VIS should archive video images after 5 years.

           SEE QUESTION 5.1.

     5.3.  (Preferred) The VIS should also archive fingerprint images
           (approximately 60,000 per yearly, 1 MB per fingerprint image set).

           OUR SOLUTION DOES NOT CURRENTLY ARCHIVE FINGERPRINT IMAGES, BUT
           THERE IS ROOM FOR DISCUSSION. THE PROPOSED SYSTEM IS DESIGNED FOR
           RECORDS THAT INCLUDE AN AVERAGE OF 2.5 PHOTOGRAPHS AND TAKE UP
           ONLY 80K TO 100K PER RECORD. FINGERPRINT IMAGES TAKE UP
           SUBSTANTIALLY MORE DISK SPACE.


6. CAPTURING VIDEO IMAGES
-------------------------
     6.1.  (Mandatory) The VIS must support a minimum of two local and one
           remote capture station.

           THIS REQUIREMENT WILL BE MET.

     6.2.  (Mandatory) The VIS must support future remote capture stations.

           ADDITIONAL CAPTURE AND INVESTIGATIVE STATIONS CAN BE ADDED EASILY.

     6.3.  (Mandatory) VIS capture stations must be configured with video
           cameras and video-capture hardware.

           A COMPLETE NIST COMPLIANT CAMERA SUB-SYSTEM IS INCLUDED WITH EACH
           CAPTURE STATION. THIS INCLUDES VIDEO CAMERAS AND CAPTURE BOARDS.
           ALL PAN AND TILT, ZOOMING AND FOCUSING ARE DONE REMOTELY.

     6.4.  (Mandatory) VIS components must be designed for durability in an
           adult jail booking room environment.

           THIS REQUIREMENT WILL BE MET. THE CAMERA AND LIGHTING IS BOLTED TO
           THE CEILING. THE REFLECTIVE PEDESTAL IS BOLTED TO THE FLOOR. ALL
           CAMERA FUNCTIONS ARE CONTROLLED FROM THE CAPTURE WORKSTATION
           KEYBOARD.

     6.5.  (Mandatory) The VIS must allow an operator to preview a video
           image before

IMAGEWARE SOFTWARE, INC.                  9               PHONE 619-673-8600
10883 THORNMINT ROAD                                        FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                     VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                  MILWAUKEE COUNTY
BID #5467

           accepting and saving the image. The operator must be able to reject
           all unacceptable or incorrect image and capture a new image.

           THIS REQUIREMENT WILL BE MET. THIS FUNCTION IS INHERENT IN CCS.

     6.6.  (Mandatory) The VIS must allow the operator to easily adjust the
           video camera using capture station software to obtain the best
           quality image. The system must include functionality to help the
           user properly align the image (i.e. cross hairs, bullseye, etc.)

           THERE ARE CROSSHAIRS AND GUIDELINES WITHIN THE VIEWING AREA TO
           ENSURE THAT ALL PHOTOGRAPHS TAKEN MEET NIST REQUIREMENTS. ALL
           CAMERA FUNCTIONS ARE CONTROLLED FROM THE CAPTURE WORKSTATION. THIS
           INCLUDES ZOOM, PAN, TILT AND FOCUS.

     6.7.  (Preferred) The VIS should allow the operator to easily adjust the
           brightness and contrast of the video image using capture station
           software.

           THIS REQUIREMENT WILL BE MET.

     6.8.  (Mandatory) The VIS must capture a minimum of one front and one
           side view video image per record.

           CCS IS CAPABLE OF ASSOCIATING AN UNLIMITED AMOUNT OF PHOTOGRAPHS
           PER RECORD. THESE PHOTOGRAPHS MAY INCLUDE MUGSHOTS, SMT'S,
           PROPERTY, EVIDENCE AND CRIME SCENE PHOTOS.

     6.9.  (Preferred) The VIS should allow the ability to capture multiple
           images related to a particular record (i.e. scars, marks, tattoos,
           and scanned documents).

           CCS IS CAPABLE OF ASSOCIATING AN UNLIMITED AMOUNT OF PHOTOGRAPHS
           PER RECORD. THESE PHOTOGRAPHS MAY INCLUDE MUGSHOTS, SMT'S,
           PROPERTY, EVIDENCE AND CRIME SCENE PHOTOS. BMP AND JPG FILES MAY
           BE IMPORTED USING A TWAIN COMPLIANT SCANNER OR CAMERA.

     6.10. (Desirable) The VIS should allow the ability to annotate an image
           with free-form text.

           EVERY IMAGE CAN HAVE FREE FORM TEXT ASSOCIATED WITH IT. THIS TEXT
           MAY ALSO BE KEY-WORD SEARCHED, CREATING A VERY POWERFUL
           INVESTIGATIVE TOOL.

     6.11. (Desirable) the VIS should allow the ability to capture and store
           digital images from any TWAIN compatible device.

           ANY TWAIN COMPLIANT DEVICE MAY BE USED TO CAPTURE AND STORE IMAGES.

     6.12. (Desirable) The VIS should allow the ability to export images in
           multiple formats to any Windows application.

           ALL IMAGES MAY BE EXPORTED AS JPG OR BMP FILES FOR USE BY OTHER
           APPLICATIONS.


7. RETRIEVING AND VIEWING VIDEO IMAGES
--------------------------------------

IMAGEWARE SOFTWARE, INC.                 10               PHONE 619-673-8600
10883 THORNMINT ROAD                                        FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                     VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                  MILWAUKEE COUNTY
BID #5467

     7.1. (Mandatory) The VIS must support a minimum of 25 local and remote
           users retrieving and viewing video images.

           THE PROPOSAL SUPPORTS 25 CONCURRENT USERS AND UNLIMITED USER ID'S.
           ADDITIONAL CONCURRENT USERS MAY BE ADDED AT ANY TIME.

     7.2.  (Desirable) The VIS should support unlimited local and remote
           users retrieving and viewing video images.

           CCS CAN SUPPORT UNLIMITED USERS THROUGH THE LAN OR THROUGH A
           STANDARD WEB BROWSER, HOWEVER THIS PROPOSAL LIMITS CONCURRENCY TO
           25. ADDITIONAL USERS MAY BE ADDED AT ANY TIME.

     7.3.  (Mandatory) The VIS Must allow users to view video Images using
           the existing 25 CJF LAN workstations (MINIMUM CONFIGURATION BELOW).

           Pentium 166Mhz Processor
           32 MB RAM
           1.2 GB Hard Drive
           15" SVGA Monitor
           OS - Windows 95 or 98

           THE CCS INVESTIGATIVE SOFTWARE IS CAPABLE OF RUNNING ON THE ABOVE
           HARDWARE GIVEN THAT THE SYSTEMS GRAPHICS ARE CAPABLE OF 800X600
           RESOLUTION AND CAN DISPLAY MORE THAN 256 COLORS. CCS INVESTIGATIVE
           RUNS ON BOTH WINDOWS 95 AND WINDOWS 98.

           RECOMMENDED: IWS RECOMMENDS THAT THE WORKSTATIONS BE A PENTIUM II
           PROCESSOR WITH 64 MB RAM. ALL GRAPHICS MUST BE CAPABLE OF MORE
           THAN 256 COLORS AND 800X600 RESOLUTION.

     7.4.  (Mandatory) VIS users must be able to retrieve and view a specific
           image.

           THIS REQUIREMENT WILL BE MET.

     7.5.  (Preferred) VIS users should be able to retrieve images based on
           specified descriptors and should be able to view retrieved images
           one at a time or as a group.

           THIS REQUIREMENT WILL BE MET.

     7.6.  (Mandatory) The respondent must specify response times for
           retrieving on-line and archived video images.

           THE RESPONSE TIME FOR SEARCHING ON-LINE IMAGES IS LESS THAN TWO
           SECONDS. THE RESPONSE TIME FOR SEARCHING ARCHIVED IMAGES IS ALSO 2
           SECONDS, HOWEVER FIRST YOU MUST CLOSE DOWN CCS AND UPON RE-ENTRY,
           SELECT THE ARCHIVED DATABASE. THIS PROCESS TAKES APPROX. 15
           SECONDS.

     7.7.  (Preferred) The minimum response time for retrieving on-line
           images should be under 3 seconds.

           THIS REQUIREMENT WILL BE MET.

IMAGEWARE SOFTWARE, INC.                 11               PHONE 619-673-8600
10883 THORNMINT ROAD                                        FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                  VIDEO IMAGING SYSTEM                       11/11/99
PROPOSAL #098002               MILWAUKEE COUNTY
BID # 5467

       7.8.  (Preferred) The minimum response time for retrieving archived
             images should be under 30 seconds.

             THIS REQUIREMENT WILL BE MET.



8.  PRINTING VIDEO IMAGES

       8.1.  (Mandatory) The VIS must produce color and gray scale printouts
             that include a front view image, a side view image, the booking
             number, and tile date of arrest. (SEE EXHIBIT 1.)

             THIS REQUIREMENT WILL BE MET

       8.2.  (Mandatory) The VIS must support any local and remote Windows
             compatible printers.

             CCS WILL SUPPORT ANY PRINTER THAT HAS A WINDOWS NT DRIVER.

       8.3.  (Preferred) The VIS should support existing network gray scale
             printers (CONFIGURATION BELOW).

             HEWLETT PACKARD LASER JET 4 (2MB RAM MINIMUM) HEWLETT PACKARD
             LASERJET 4000 (8MB RAM)

             THIS REQUIREMENT WILL BE MET

       8.4.  (Mandatory) The VIS must utilize Windows routing and queuing of
             print jobs for local printers and remote printers connected
             through print servers. (Print jobs must queue sequentially.)

             THIS REQUIREMENT WILL BE MET.

       8.5.  (Preferred) Users should have the option to prioritize printing
             a particular job.

             THIS REQUIREMENT WILL BE MET.

       8.6.  (Preferred) VIS users should be able to specify the quantity of
             images to print (i.e. 10 copies of photo # 1 or 1 copy each of
             photos # 1-10.)

             THIS REQUIREMENT WILL BE MET

       8.7.  (Mandatory) The VIS must accommodate a minimum of seven
             high-quality color image printers (See section 14 Hardware.)
             These printers must print waterproof color images at a minimum
             resolution of 600dpi.

             THE HEWLETT PACKARD 2000CXI PROVIDES 600DPI PHOTO REALISTIC,
             WATER-RESISTANT, LOW COST AND HIGH SPEED PRINTS UP TO 8.5X11.
             IT UTILIZES REPLACEABLE INK CARTRIDGES TO REDUCE INK WASTE.
             PRINTS COSTS ARE UP TO 30% LOWER THAN OTHER COLOR DESKTOP
             PRINTERS, AND IT PRINTS ON A WIDE VARIETY OF PAPER WEIGHTS AND
             CARD STOCK.

IMAGEWARE SOFTWARE, INC.               12                    Phone  619-673-8600
10883 THORNMINT ROAD                                            FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                  VIDEO IMAGING SYSTEM                       11/11/99
PROPOSAL #098002               MILWAUKEE COUNTY
BID # 5467


             PRINTS ARE WATER RESISTANT, NOT WATERPROOF, HOWEVER, THEY MAY BE
             LAMINATED TO MAKE THEM SO.

             NOTE: ANY PRINTER THAT HAS A WINDOWS NT PRINT DRIVER WILL WORK
             WITH CCS. HIGH COST DYE-SUB PRINTERS WILL WORK AS WELL
             (WATERPROOF), BUT BECAUSE THEY ARE VERY TEMPERAMENTAL, AND
             HAVE SUCH A HIGH PRINT COST, WE DO NOT RECOMMEND THEM. IF
             MILWAUKEE COUNTY WISHES TO USE A DIFFERENT PRINTER THAN THE
             ONE WE HAVE SPECIFIED, JUST PROVIDE US WITH A PART NUMBER AND
             WE WOULD BE HAPPY TO ORDER THEM FOR YOU.


       8.8.  (Preferred) The color printers should have the ability to
             accommodate various sizes and weights of paper and card stock.

             THE HEWLETT PACKARD 2000CXI PRINTS ON A WIDE VARIETY OF PAPER
             WEIGHTS AND CARD STOCK FROM SIZES 3.5X5 TO 8.5X11.


9.  VIDEO LINE-UPS AND WANTED POSTERS

       9.1.  (Mandatory) The VIS must have the ability to generate video
             line-ups with known suspects, video line-ups with unknown
             suspects, and wanted posters.

             THIS REQUIREMENT WILL BE MET. IN ADDITION, AND AT NO COST, WE
             WILL BE PROVIDING TWO FREE COPIES OF SUSPECT ID COMPOSITE
             SOFTWARE. SUSPECT ID ALSO PRINTS WANTED POSTERS.

       9.2.  (Mandatory) The VIS line-up and wanted poster functions must be
             able to query for demographic data specified by the user.

             THIS REQUIREMENT WILL BE MET.

       9.3.  (Preferred) The VIS line-up and wanted poster functions should
             be able to query CJIS for demographic data specified by the user.

             CJIS DATA IS BEING REPLICATED INTO THE CCS DATABASE. LINE-UP AND
             WANTED POSTER FUNCTIONS QUERY THE CCS DATABASE.

       9.4.  (Mandatory) The VIS must have the ability to produce
             non-prejudicial line-ups.

             THIS REQUIREMENT WILL BE MET. IN ADDITION, WE WILL BE PROVIDING,
             AT NO COST, TWO COPIES OF CRIME LAB IMAGE EDITING SOFTWARE.
             THIS SOFTWARE IS CAPABLE OF REMOVING DISTRACTING BACKGROUNDS
             AND COPYING SCARS OR TATTOOS FOR PASTING ON THE OTHER SUBJECTS
             IN THE LINE-UP. THIS CREATES VERY NON-PREJUDICIAL LINE-UPS.

       9.5.  (Preferred) VIS users should be able to specify the number of
             images to display in a video line-up.

             THIS REQUIREMENT WILL BE MET.

       9.6.  (Preferred) VIS users should be able to save video line-ups.

IMAGEWARE SOFTWARE, INC.               13                    Phone  619-673-8600
10883 THORNMINT ROAD                                            FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                  VIDEO IMAGING SYSTEM                       11/11/99
PROPOSAL #098002               MILWAUKEE COUNTY
BID # 5467

             THIS REQUIREMENT WILL BE MET.

       9.7.  (Preferred) The VIS should have the ability to present the
             results of a line-up query one image at a time using a
             step-through approach. Users must be able to interrupt and
             later return to viewing the images.

             CURRENTLY, THIS IS NOT A FEATURE OF CCS. ENGINEERS ARE CURENTLY
             DEVELOPING THIS FUNCTION AND IT WILL BE A STANDARD ENHANCEMENT
             TO ALL CCS CUSTOMERS.

       9.8.  (Preferred) The VIS should have the ability to produce a report
             or audit trail of the images a witness reviewed and of line-ups
             generated.

             THERE IS AN AUDIT TRAIL FUNCTION AVAILABLE TO THE ADMINISTRATOR,
             WHICH DOES PROVIDE INFORMATION ON WHO ACCESSED THE SYSTEM,
             WHAT FUNCTION THEY PERFORMED (ADD, EDIT, DELETE), AND THE DATE
             AND TIME.

       9.9.  (Preferred) Users should be able to use the VIS to design wanted
             posters that include video image(s), static graphics, static
             text, and text boxes that are customizable by the user.

             IMAGEWARE WILL PROVIDE SIX CUSTOM PRINT FORMATS. ADDITIONAL
             FORMATS MAY BE PURCHASED.


10. INMATE WRISTBANDS AND DOCUMENTS

       10.1. (Mandatory) The VIS capture stations must be able to print an
             inmate wristband photo and data along with two small front
             view photos. (SEE EXHIBIT 1.)

             THIS REQUIREMENT WILL BE MET.

       10.2. (Mandatory) The VIS must have the ability to generate a
             tamper-resistant, durable inmate wristband with a photo. In
             addition to a photo, the inmate wristband must contian a
             standard 39 bar-code of the inmate booking number and the
             following data: booking number, last name, first name, middle
             initial, sex, race, and date of birth. (SEE EXHIBIT 2.)

             THIS REQUIREMENT WILL BE MET.

       10.3. (Mandatory) The MCSD and HOC must approve the design of the
             inmate wristband including material used, type of clasp, and
             lamination method.

             IMAGEWARE IS AGREEABLE TO THIS REQUIREMENT.

       10.4. (Desirable) The VIS should eliminate the need to use wristband
             laminators.

             THE CURRENT METHOD IS TO USE LAMINATORS. IWS IS CURRENTLY
             TESTING PRINTERS THAT ARE RELIABLE AND CAN ACCOMMODATE THIS
             NEED, BUT NONE ARE QUOTED AT THIS TIME.

       10.5. (Desirable) The VIS should eliminate the need to use die cutters
             to separate images.

             THE CURRENT METHOD IS TO USE DIE CUTTERS. IWS IS CURRENTLY
             TESTING PRINTERS THAT ARE RELIABLE AND CAN ACCOMMODATE THIS
             NEED, BUT NONE ARE QUOTED AT THIS TIME.

IMAGEWARE SOFTWARE, INC.               14                    Phone  619-673-8600
10883 THORNMINT ROAD                                            FAX 619-673-1770
SAN DIEGO, CA 92127



<PAGE>

REQUEST FOR                      VIDEO IMAGING SYSTEM                  11/11/99
PROPOSAL #098002                   MILWAUKEE COUNTY
BID #5467

      10.6  (Preferred) The VIS should have the ability to generate the MCSD
            Inmate Locator Card and Classification Card and the HOC Rotor Card.
            (SEE EXHIBITS 3 AND 4.)

            THIS REQUIREMENT WILL BE MET.

      10.7  (Preferred) The VIS should allow users the ability to create and
            design document templates and define various paper types.

            CCS AND THE PRINTER SPECIFIED ALLOW THE USER TO IDENTIFY
            DIFFERENT PAPER TYPES. CCS WILL SHIP WITH 6 CUSTOM PRINT TEMPLATES
            THAT ARE TO BE IDENTIFIED DURING THE INSTALLATION STAGE. ADDITIONAL
            PRINT TEMPLATES MAY BE PURCHASED.


11. CONVERSION OF EXISTING VIDEO IMAGES
---------------------------------------

      Milwaukee County has approximately 330,000 images in the existing
      system that must be converted for use in the new VIS. These images are
      stored on the existing server in working with the County to identify
      proper naming standards for the converted images and to populate the
      vendor's database.

      11.1  (Mandatory) The VIS must allow users to retrieve, display, and
            print converted existing images. It must also allow users to create
            video line-ups and wanted posters using these images.

            IWS WILL CONVERT ALL 330,000 IMAGES AND DATA. ONCE THE IMAGES ARE
            CONVERTED INTO THE CCD DATABASE, LINE-UPS AND POSTERS CAN BE
            CREATED. SEARCHES CAN BE MADE ON ALL TEXT FIELDS THAT ARE INCLUDED.
            RETRIEVING, DISPLAYING AND PRINTING WILL ALL BE POSSIBLE.

      11.2  (Mandatory) The respondent must define a process including
            timeframe that will be used to populate existing images and data
            into the respondent's proposed database. The total cost of
            conversion must be included in the cost proposal.

            EXHIBIT 5 IN THE RFP SHOWS THE CURRENT DBASE III VIDEO IMAGE
            DATABASE FIELDS. ASSUMING THAT THE CUSTOMER PROVIDES ALL THE DATA IN
            THE FORMAT DISPLAYED IN EXHIBIT 5, CONVERSION WILL TAKE NO MORE THAN
            3 WEEKS. THE PRICE FOR THIS CONVERSION IS INCLUDED IN THE COST
            PROPOSAL.

      11.3  (Preferred) The VIS should store only the image and a link to
            demographic data on the mainframe.

            THE SOLUTION THAT WE ARE PROPOSING INVOLVES REPLICATION OF DATA.
            TEXT AND PHOTOS MUST BE PROVIDED IF THE USER WISHES TO SEARCH THESE
            PHOTOS BASED ON TEXT DESCRIPTORS.

      11.4  (Desirable) If the preferred solution (11.3 above) is not
            proposed and the VIS requires a separate database, the vendor should
            query CJIS data to populate the proposed database.


IMAGEWARE SOFTWARE, INC.
10883 THORNMINT ROAD                   15                  Phone 619-673-8600
SAN DIEGO, CA 92127                                          FAX 619-673-1770

<PAGE>

REQUEST FOR                      VIDEO IMAGING SYSTEM                  11/11/99
PROPOSAL #098002                   MILWAUKEE COUNTY
BID #5467

            CCS WILL POPULATE IT'S DATABASE BY ONE OF TWO METHODS. CCS WILL
            EITHER MONITOR A SHARED DIRECTORY FOR FLAT FILES (OPTION 1) OR POLL
            THE CJIS DATABASE USING STARQUEST. BOTH METHODS INVOLVE REPLICATING
            DATA.


12. INSTALLATION
-----------------

      12.1  (Mandatory) The VIS must be implemented and operational in 1999.

            THIS REQUIREMENT WILL BE MET

      12.2  (Preferred) The VIS should be implemented and operational by
            September 1, 1999.

            THIS REQUIREMENT WILL BE MET

      12.3  (Mandatory) The respondent must be responsible for installation
            of hardware if the County elects to accept the respondent's hardware
            proposal.

            THIS REQUIREMENT WILL BE MET


13. MAINTENANCE AND SUPPORT
---------------------------

      13.1  (Mandatory) The respondent must include in the cost proposal the
            costs for maintenance and support for the first through fifth years
            from the date of system acceptance. Costs must be provided for both
            twenty-four hours a day, seven days a week coverage and eight hours
            a day, five days a week coverage.

            THIS REQUIREMENT WILL BE MET AND REFLECTED IN THE COST PROPOSAL.

      13.2  (Mandatory) The respondent must provide documentation detailing
            maintenance and support coverage.

            MAINTENANCE FOR THE SYSTEM WILL BE 7 DAYS PER WEEK, 24 HOURS PER
            DAY, WITH ALL AGENCIES IN MILWAUKEE COUNTY SHERIFF'S OFFICE HAVING
            JUST ONE TOLL-FREE NUMBER TO CALL FOR SERVICE. IMAGEWARE WILL MEET
            THE RESPONSE TIMES AS OUTLINED IN THE RFP. INITIAL CALLS WILL BE
            RECEIVED BY THE IWS HELP DESK. IF NO ONE IS AVAILABLE, A CALL BACK
            WILL BE MADE WITHIN 1 HOUR. WITHIN AN 8 HOUR PERIOD, A HARDWARE
            TECHNICIAN WILL BE ON-SITE TO TROUBLESHOOT AND CORRECT THE PROBLEM.

            IF ANY INSTALLATION WITHIN ANY AGENCY WILL REQUIRE ACCESS TO
            RESTRICTED AREAS BY IWS EMPLOYEES, IT IS EXPECTED THAT INFORMATION
            WILL BE GIVEN TO IMAGEWARE DURING CONTRACT NEGOTIATIONS. IMAGEWARE
            WILL MAKE ANY AND ALL INFORMATION AVAILABLE TO THE MILWAUKEE COUNTY
            SHERIFF'S OFFICE FOR EACH EMPLOYEE WHO MUST HAVE ACCESS TO THE
            RESTRICTED AREAS.

            THE EQUIPMENT AND SOFTWARE SUPPLIED AS PART OF THIS PROPOSAL WILL BE
            FULLY GUARANTEED FOR A MINIMUM PERIOD OF 12 MONTHS. ALL PRICES
            QUOTED AS PART OF THIS PROPOSAL ARE GUARANTEED FOR A PERIOD OF 12
            MONTHS.

      13.3  (Mandatory) The Respondent must provide twenty-four hours a day,
            seven days a week, maintenance and support for twelve months from
            the date of system acceptance. (This must include support on county,
            state, and federal holidays and in the event of adverse conditions
            such as weather, fire, national emergencies, or other

IMAGEWARE SOFTWARE, INC.
10883 THORNMINT ROAD                   16                  Phone 619-673-8600
SAN DIEGO, CA 92127                                          FAX 619-673-1770

<PAGE>

REQUEST FOR                      VIDEO IMAGING SYSTEM                  11/11/99
PROPOSAL #098002                   MILWAUKEE COUNTY
BID #5467

            acts of God.)

            THIS REQUIREMENT WILL BE MET. AS STATED IN VIS RFP ANSWERS TO VENDOR
            QUESTIONS, IN THE EVENT OF ADVERSE CONDITIONS PROVIDING TECHNICAL
            ASSISTANCE WITHIN 4 HOURS MAY BE ACCOMPLISHED VIA TELEPHONE AND/OR
            ON-LINE SUPPORT.

      13.4  (Mandatory) In the second through fifth years, the County must
            have the option to continue with twenty-four hours a day, seven days
            a week maintenance and support or reduce to eight hours a day, five
            days a week.

            THIS REQUIREMENT WILL BE MET.

      13.5  (Mandatory) Maintenance and support must include software upgrades.

            THIS REQUIREMENT WILL BE MET.

      13.6  (Mandatory) The respondent must provide technical assistance
            within 4 hours.

            THIS REQUIREMENT WILL BE MET.


14. TRAINING
------------

      14.1  (Mandatory) The respondent must provide various levels of local
            training to include capture users, retrieval users, system
            administrators, maintenance supervisors, and technical support.

            SEE OUTLINE ON PAGE 26.

      14.2  (Preferred) The respondent should provide a "train-the-trainers"
            program for a minimum of 20 people.

            TYPICALLY, IWS WOULD LIKE TO KEEP THE CLASS SIZE DOWN TO 15
            PEOPLE, HOWEVER IF THE FACILITIES ARE AGREEABLE TO US, WE WILL MAKE
            AN EXCEPTION.

      14.3  (Mandatory) The respondent must describe the curriculum and
            provide the class length for each training session.

            TRAINING TIME IS KEPT TO A MINIMUM WITH THE CRIME CAPTURE SYSTEM,
            AS IT IS SO EASY TO USE. 2 DAYS ON-SITE TRAINING IS INCLUDED WITH
            THE PRICE OF THE SYSTEM. CLASS SIZE IS LIMITED TO 20 AND THE CLASS
            STYLE IS LECTURE. AFTER THE TRAINING SESSION, USERS HAVE LAB TIME
            FOR HANDS-ON FAMILIARIZATION.

            FOLLOW-UP TRAINING IS AVAILABLE, EITHER ON-SITE OR AT THE IWS
            FACILITIES. THE LENGTH OF EACH CLASS IS OUTLINED BELOW.

IMAGEWARE SOFTWARE, INC.
10883 THORNMINT ROAD                   17                  Phone 619-673-8600
SAN DIEGO, CA 92127                                          FAX 619-673-1770




<PAGE>

REQUEST FOR                  VIDEO IMAGING SYSTEM                      11/11/99
PROPOSAL #098002               MILWAUKEE COUNTY
BID # 5467


CRIME CAPTURE SYSTEM TRAINING OUTLINE

OBJECTIVE:  By the end of the training session, students will know how to
book a suspect, search a database, use the mug book function and create photo
line-ups.

CLASS SIZE:  Maximum 15 students

TRAINING OUTLINE:
I.   Starting the program                              5 minutes

II.  New Bookings                                     90 minutes
       a.  Adding a New Booking
       b.  Searching for Matches
              1.  Linking Records
              2.  Unlinking Records
       c.  Viewing Records
       d.  Viewing Multiple Bookings
       e.  Editing and Deleting Records
       f.  Printing Individual Records

III. Searching                                        45 minutes
       a.  Quick Search
       b.  Advanced Search
       c.  Saving a Search
       d.  Running and Existing Search
       e.  Deleting and Existing Search
       f.  Printing Search Results

IV.  Mug Book                                         30 minutes
       a.  Searching for Mugshot
       b.  Saving a Mug Book
       c.  Viewing an Existing Mug Book
       d.  Deleting a Mug Book

V.   Photo Line-up                                    40 minutes
       a.  Creating a Photo Line-up
       b.  Saving a Photo Line-up
       c.  Viewing an Existing Photo Line-up
       d.  Deleting an Existing Photo Line-up
       e.  Printing a Photo Line-up

IMAGEWARE SOFTWARE, INC.               18                    Phone 619-673-8600
10883 THORNMINT ROAD                                           FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                  VIDEO IMAGING SYSTEM                      11/11/99
PROPOSAL #098002               MILWAUKEE COUNTY
BID # 5467


15.    HARDWARE

       VIS components will be located at the CJF, the HOC, and MPD as follows:

       CJF
       3 capture stations with camera
       4 color printers
       2 die cutters (if needed)
       2 wristband laminators (if needed)
       2 print servers

       HOC
       1 capture station with camera
       1 color printer
       1 die cutter (if needed)
       1 wristband laminator (if needed)

       MPD
       2 retrieve/view stations
       2 color printers
       1 print server

       15.1  (Mandatory) The respondent must recommend configurations
             (including makes and models) and provide costs in the cost
             proposal for all necessary hardware.

             FOLLOWING IS A LIST OF ALL THE HARDWARE THAT WE ARE PROPOSING.
             IT IS A VERY ROBUST SYSTEM THAT WILL MEET THE NEEDS OF THE COUNTY
             WELL INTO THE FUTURE. IT IS POSSIBLE TO PROVIDE LESS POWERFUL
             SYSTEM COMPONENTS, HOWEVER, THESE ARE OUR RECOMMENDATIONS.

             ------------------------------------------------------------------
             DUAL PROCESSOR NETFINITY SERVER (RAID V) (Mirrored OS)
             Netfinity 5500  450MHz 1
               IBM Netfinity 5500 Pentium II 450MHz/512KB L2,256MB ECC, OPEN,
               32X, PC1/ISA
                 (Std) 10/100 PCI Ethernet
                 (Std) 2-Drop 16-bit SCSI Internal Cable
                 (Std) 32X Max IDE CD-ROM Drive
                 (Std) 450/100 MHz Pentium II Processor with 512KB ECC L2 Cache
                 (Std) IBM 1.44MB 3.5-inch Diskette Drive
                 (Std) IBM 104-key Keyboard (Stealth Gray)
                 (Std) Integrated IDE Controller
                 (Std) Integrated PCI Ultra SCSI RAID Controller-dual channel
                 (Std) Mouse Stealth Gray
                 (Std) Netfinity 400W Hot-Swap Power Supply
                 (Std) Netfinity NetBAY3
                 (Std) Processor Complex Card
                 (Std) S3 Trio64V2 Graphics - 1MB SGRAM


IMAGEWARE SOFTWARE, INC.               19                    Phone 619-673-8600
10883 THORNMINT ROAD                                           FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                  VIDEO IMAGING SYSTEM                      11/11/99
PROPOSAL #098002               MILWAUKEE COUNTY
BID # 5467


                 (Std) Systems Management Processor
             IBM 20/40GB DLT Internal SCSI Tape Drive (FH)
             IBM Netfinity 400W Hot-Swap Redundant Power Supply II
             (3) Netfinity 18.2GB Wide Ultra SCSI SCA-2 SL HDD
             Smart-UPS 1400-17 Min Runtime
             (2) IBM Netfinity 4.5GB Wide Ultra SCSI SCA-2 Hot-Swap Hard Disk
                 Drive (SL)
             ISA 56K/33.6KBPS Plug and Play Data/Fax Modem
             (2) 450/100MHz Pentium II Processor with 512KB ECC L2 Cache
             G74 - 17(15.9) in. Color Monitor, 69 kHz, Stealth Gray
             Windows NT Enterprise Server, 25 clients
             -------------------------------------------------------------------

             CAMERA SUB-SYSTEMS
             Hitachi KP-D50 Camera, NIST standards
             Computar Lens
             3 point Lighting system
             Pan and Tilt Camera mount
             Reflective Pedestal
             Cable bundle
             NIST compliance capture software
             Capture Card MVPro
             Power Supply

             -------------------------------------------------------------------

             CAPTURE HARDWARE
             IBM PC 300PL 6862 (4x4) 2
              PC 300PL Pentium II 400MHz MMX/512KB, 64MB, 6.4GB, 4MB, 32X, 16bit
             Audio, Win98, PC/ISA
                 (Std) IBM 6.4GB EIDE Hard Drive
                 (Std) 10/100 PCI Ethernet WOL
                 (Std) 16-bit ISA Crystal Audio Integrated
                 (Std) 400/100MHz MMX Pentium II Processor with 512KB Pipeline B
                 (Std) 4MB Integrated SGRAM Video Memory
                 (Std) 64MB 60ns NP SDRAM DIMM
                 (Std) CD-ROM Drive Internal 32X Max (Variable Speed)
                 (Std) IBM 1.44MB 3.5-inch Diskette Drive
                 (Std) IBM 104-key Rubber Dome Keyboard
                 (Std) Integrated IDE Controller
                 (Std) S3 Trio3D AGP Graphics Integrated
              G74-17(15.9) in. Color Monitor, 69 kHz, Pearl White

             -------------------------------------------------------------------

             PRINTERS
             HP 2000Cxi 600 DPI Muli Format

             -------------------------------------------------------------------
             MISC. HARDWARE
             Wristband System (Total)
                Includes print format, laminator, 500 wristbands, and fastener
                tool


IMAGEWARE SOFTWARE, INC.               20                    Phone 619-673-8600
10883 THORNMINT ROAD                                           FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                  VIDEO IMAGING SYSTEM                      11/11/99
PROPOSAL #098002               MILWAUKEE COUNTY
BID # 5467


       15.2  (Mandatory) Milwaukee County must have the option to purchase
             recommended system hardware independently.

             THIS REQUIREMENT WILL BE MET, HOWEVER, ALL HARDWARE THAT IS
             PURCHASED MUST BE APPROVED BY IWS FIRST.  ALL HARDWARE MUST BE
             SHIPPED TO IWS FOR INSTALLATION.
























IMAGEWARE SOFTWARE, INC.               21                    Phone 619-673-8600
10883 THORNMINT ROAD                                           FAX 619-673-1770
SAN DIEGO, CA 92127


<PAGE>

REQUEST FOR                  VIDEO IMAGING SYSTEM                      11/11/99
PROPOSAL #098002               MILWAUKEE COUNTY
BID # 5467


2.3  EXPERIENCE & REFERENCES
--------------------------------------------------------------------------------

ImageWare Software, Inc. has proven its ability to successfully complete
projects of the size and magnitude as the Milwaukee County system, with the
state-wide implementation in the state of Arizona. ImageWare is committed to
the law enforcement industry, and to providing tools for the quick resolution
of crime. This is evident by the development of the C.R.I.M.E.S.-R- suite of
modules. C.R.I.M.E.S. is designed to be a tool kit of software for law
enforcement to use in the quick, effective, and safe resolution of crime
cases.

C.R.I.M.E.S. SUITE OF LAW ENFORCEMENT PRODUCTS
--------------------------------------------------------------------------------
     C.R.I.M.E.S. is a modular family of affordable, easy-to-use software
applications that aid law enforcement with the criminal investigative
process. Currently there are five Windows-TM- based C.R.I.M.E.S. modules;
Suspect ID, Crime Lab, Vehicle ID, Face ID and the Crime Capture System. Over
the next two years, ImageWare plans to add additional modules to the
C.R.I.M.E.S. software family. Included will be videotape enhancement, face
aging, crime scene diagramming, forgery analysis and evidence storage. The
multiple module system is fully integrated so information entered into one
module is reflected in all others, thus eliminating the time and expense
required to interface programs designed by different software companies.

SUSPECT ID-R-
     Suspect ID is the composite module of the C.R.I.M.E.S. software family.
Using an online cognitive interview process, officers, witnesses and victims
can accurately create full-color, photo-realistic suspect composites within
minutes. The digital composites are constructed from catalogs of facial
features. The catalogs are comprised of actual photographs, not hand-drawn
sketches, so composites from Suspect ID look like people, not like pencil
sketches.

      The Suspect ID module was designed specifically for use by law
enforcement agencies. Even officers with little or no computer knowledge or
artistic talent can complete a suspect composite simply by pointing and
clicking with a mouse. Suspect ID is a standard PC-based software application
that can be installed on a laptop computer and taken into the field, allowing
officers to conduct interviews before the witnesses' and victims' memories
fade. For rapid identification, officers can distribute completed composites
within minutes via radio, fax or e-mail.

CRIME LAB-R-
     The second module of the C.R.I.M.E.S. family, Crime Lab, is a
sophisticated image enhancement and editing program used to fulfill a host of
investigative imaging needs such as updating old photos, creating
non-prejudicial line-ups, removing distracting backgrounds and enhancing
surveillance videos.


IMAGEWARE SOFTWARE, INC.               22                    Phone 619-673-8600
10883 THORNMINT ROAD                                          FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                  VIDEO IMAGING SYSTEM                      11/11/99
PROPOSAL #098002               MILWAUKEE COUNTY
BID # 5467


VEHICLE ID-TM-

     Vehicle ID is a revolutionary photo-based software program that helps
officers quickly identify and disseminate vehicle information for the purpose
of locating a stolen car or a vehicle involved in a crime. Vehicle ID's
comprehensive database of over 1,000 vehicles can be searched by features,
description, or VIN (Vehicle Identification Number). To ensure a more
accurate identification, vehicles matching the query description can be
viewed from front, rear, side or three quarter angles. The program also
includes a custom paint shop for depicting the exact color of the vehicle. A
color copy of the suspect vehicle can then be produced and immediately
broadcast, printed or faxed to officers in the field to quickly apprehend
suspected criminals.

     Information from NICB's (National Insurance Crime Bureau) VINassist-TM-
program has been incorporated into Vehicle ID, enabling officers to obtain
images of vehicles based on VIN translation codes. This feature helps
officers identify stolen vehicles in cases of switched VINs.

FACE ID-TM-
     Face ID is a state-of-the-art facial recognition and retrieval program
that helps officers positively identify both unknown suspects and criminals
with multiple aliases. Suspect images that have been captured on a
surveillance video, suspect composite or photograph can be searched against
any digital database of faces. This powerful investigative tool can also be
used at the time of booking to immediately identify criminals with multiple
aliases. In addition, the program's face averaging capability allows a
witness to search for a suspect by "averaging" those photos that have
features similar to those of the actual suspect. Rather than having a witness
look through a database one photo at a time, the detective can utilize the
face averaging capability to dramatically speed up the identification process.

CRIME CAPTURE SYSTEM-TM-
     Crime Capture System is a flexible, easy-to-use, and affordable digital
imaging solution for automated capture, storage and retrieval of booking
images and related information. The Crime Capture System utilizes off-the-shelf
hardware that complies with open industry standards and easily integrates
with an agency's records or AFIS system (Automated Fingerprint Identification
System). Utilizing client/server architecture, the Crime Capture System can
operate on an array of systems ranging from a stand-alone PC to a wide area
network.

     San Diego based ImageWare Software, Inc. is privately held.


IMAGEWARE SOFTWARE, INC.               23                    Phone 619-673-8600
10883 THORNMINT ROAD                                          FAX 619-673-1770
SAN DIEGO, CA 92127


<PAGE>

REQUEST FOR                     VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                  MILWAUKEE COUNTY
BID #5467

IWS has installed investigative software in more than 650 departments
throughout the country whose needs are similar, if not exact to those of
Milwaukee County. All of the following receive 24 hour customer support with
four hour on-site response time.


ARIZONA DEPARTMENT OF PUBLIC SAFETY
-----------------------------------

DESCRIPTION OF INSTALLED SYSTEM AND ITS FEATURES:
Central Server is IBM Netfinity server, dual host cluster, with automatic
fail-over in case of one system failure. Shared disk array with RAID level 5
implemented. 15 county intake facilities, with both capture and investigative
Crime Capture System workstations. 2 additional sites at county court
facilities. Features include an interface with the Identix livescan device,
taking all demographic data, creating the record and populating the data
fields, making the image capture portion the only step required by the
operator. All information and images are immediately available for all other
investigative workstations on the network. Arizona DPS has also recently
issued a purchase order for the addition of Face ID-TM- to be added to the
central server. Each county can then purchase the client software and conduct
facial recognition searches using images or composites produced by
Suspect ID-TM-. Crime Lab-TM- was also included in each investigative
workstation.


FACT SHEET
The State of Arizona in an effort to consolidate images and booking
information, has contracted with ImageWare Software, Inc. to install a
statewide digital mugshot repository called Mug Photo Interface (MPI). In
those locations that are part of the system, the booking process begins at
the Identix livescan station where an operator captures the suspect's
fingerprints and enters required demographic and biographical information.
Once the information is entered into the livescan system, the data
automatically transfers to the MPI system via a common linking number. At the
MPI capture station, additional mandatory information is recorded, and
digital images of the suspect are taken. Upon completion of a record, the
information is immediately transmitted via the AZAFIS network to a central
repository housed at the Department of Public Safety. At this point, the data
is readily available for searching purposes by any agency in the state which
has access to the database.

An ImageWare supplied investigative station is used to perform several
functions including quick and advanced searches for querying the database,
mugbook searches and views for witness identification of a suspect, line-ups,
and in the near future, facial recognition which is used to identify unknown
suspects and criminals.


ARIZONA MPI TECHNICAL BREAK DOWN

Initial Number of Capture Stations:     17

IMAGEWARE SOFTWARE, INC.                 24               PHONE 619-673-8600
10883 THORNMINT ROAD                                        FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                     VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                  MILWAUKEE COUNTY
BID #5467

Initial Number of Investigative Stations:   17
Approximate Number of Bookings Per Year:    350,000


HARDWARE
Central Site: 2 IBM Netfinity Servers running in a clustered environment and
sharing a RAID level 5 array of 82 GB for database storage. Each server has 4
Pentium Pro Processors, 1 GB of RAM memory and 13 GB of internal system disk
space. The system drives are mirrored. If the active server fails to reset a
heartbeat, the failover takes place automatically, and the drive array fails
over to the control of the now active server. There is dial in capability for
diagnostic purposes. The operating system is Windows NT Server 4.0 Enterprise
Edition with Microsoft Cluster Server.

Capture & Investigative Stations: Each Investigative Station is an IBM 300XL
PC with 64MB RAM and 6.1 GB of hard disk storage. The capture camera is a
Pulnix TMC-73M with a Computar zoom lens. The camera and lens are mounted on
a Hitachi pan and tilt device. The capture card is an Integral Technology
MV-Pro. The camera is mounted on its side to accommodate the NIST Best
Practice Recommendations and proprietary software does a rotation of the
video live feed before it is displayed by the graphics card. Printing and
scanning take place on an Epson Stylus 800 printer and an Epson 636
Expressions scanner (SCSI connection). The operating system is Windows NT
Workstation 4.0. Each capture and investigative station is connected to the
central servers via a wide area network utilizing Ethernet and TCP/IP
protocol. Each station runs client software that connects to the central
server's database.


                              FOR IMMEDIATE RELEASE
                              ---------------------
           ARIZONA DEPARTMENT OF PUBLIC SAFETY AWARDS STATEWIDE MUG PHOTO
                 INTERFACE CONTRACT TO IMAGEWARE SOFTWARE, INC.

           IMAGEWARE'S CRIME CAPTURE SYSTEM-TM- TO HELP ARIZONA LAW ENFORCEMENT
                              AGENCIES APPREHEND CRIMINALS.

           San Diego, California - January 15, 1998 - After an extensive
evaluation process, the State of Arizona announced Wednesday that they had
awarded the Arizona Statewide Digital Mug Photo Interface Contract to
ImageWare Software, Inc. The contract is expected to exceed one million
dollars and is the first contract of its kind to be awarded for a statewide
mugshot system. "We are very pleased to provide Arizona law enforcement with
a complete solution for their mug photo needs," says Jim Miller, President
and CEO of ImageWare Software, Inc., "We feel the Crime Capture System will
provide a quantum leap forward for the State."

           Under the terms of the contract, the State of Arizona will utilize
ImageWare's Crime Capture System (CCS), a state-of-the-art digital booking,
identification and retrieval program. The main CCS database will be housed at
the Arizona Department of Public Safety. Seventeen sites will be capable of
capturing mugshots, SMT (scars, marks, and tattoos) photos, and descriptive
data for each suspect

IMAGEWARE SOFTWARE, INC.                 25               PHONE 619-673-8600
10883 THORNMINT ROAD                                        FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                     VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                  MILWAUKEE COUNTY
BID #5467

they arrest. Each remote site will also receive an investigative workstation
capable of searching and viewing the mugshot database and creating photo
line-ups. Once information is entered into the remote database, the central
repository is immediately updated allowing all agencies access to the most
recent information. Officers and Detectives will no longer have to spend
hundreds of hours searching through file cabinets of photographs to identify
a suspect or generate a photo line-up, instead they will use CCS's central
repository and systematically search the digital database of images for
similarities between suspects, thus speeding up case processing. The new CCS
system will also interface directly with the existing Arizona Automated
Fingerprint Identification System (AZAFIS) network.

           The State of Arizona and ImageWare have agreed to an aggressive
implementation schedule which will have the system fully operational by June
1998. Once the first phase is complete, there are plans to move forward with
the implementation of additional C.R.I.M.E.S.-TM- modules including: Suspect
ID-TM- (a composite program), Crime Lab-R- (an image enhancement and edit
program), Vehicle ID-TM- (a vehicle identification program), and what Ben
Armstrong, the Lead Business Analyst with the Maricopa County Sheriff's
Office considers, "one of the most promising law enforcement tools," Face
ID-TM- (a facial recognition program). All of these modules combined will
create a fully integrated law enforcement solution for the State of Arizona.

           San Diego-based ImageWare Software, Inc. is a leader and innovator
in PC-based digital imaging, with its primary focus on law enforcement
software. Through its growing family of C.R.I.M.E.S. software modules,
ImageWare is effectively assisting in the resolution of crime worldwide.
Currently, the five C.R.I.M.E.S. modules are being used by more than 500 law
enforcement agencies worldwide. ImageWare Software, Inc. is privately held.
                                        ###


                              THE ARIZONA REPUBLIC

              POLICE SING PRAISES OF NEW STATEWIDE MUG SHOT SYSTEM
                     PUBLISHED ON SATURDAY, SEPTEMBER 12, 1998

BYLINE: BY JUDI VILLA, THE ARIZONA REPUBLIC

In seconds, a suspect's booking mug can be seen by law enforcement agencies
throughout the state. A few computer keystrokes, and a detective can have
more pictures than he'll ever need for a photographic lineup. And if there is
no suspect, that same detective can type in a physical description and get a
list of potential bad guys in no time.

Welcome to the Mug Photo Interface, a subsystem of the Arizona Automated
Fingerprint Identification System. MPI uses electronic imaging to capture mug
shot photos and transmit them immediately to a statewide image database
operated by the state Department of Public Safety. "It is going to
revolutionize (police work) just like fingerprints did," said Clyde Tess, a
crime lab supervisor with the Maricopa County Sheriff's Office. "It'll solve
cases faster. It'll

IMAGEWARE SOFTWARE, INC.                 26               PHONE 619-673-8600
10883 THORNMINT ROAD                                        FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                     VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                  MILWAUKEE COUNTY
BID #5467

help in identifying suspects faster. "If a suspect is entered into the
database in Phoenix then goes down to Tucson and commits a crime, the victim
can identify the suspect the same day. Before an agency would have to send a
photo or fax it. Faxes aren't always that good, and the mail takes a day or
two. This is instant."

The MPI system went online Thursday in 10 counties. The first booking mug was
entered by the Santa Cruz County Sheriff's Office in Nogales. "It's pretty
nice," said Ramon Villela, a detention officer in Nogales. "It's going to
make our jobs easier and faster, and the detectives are going to be able to
do lineups faster."

Arizona's program, funded by a grant from the Arizona Criminal Justice
Enhancement Fund, will be one of the most progressive in the country,
officials say. Although some cities, including San Diego and Boston, have
limited imaging databases, only Arkansas has a statewide system. And that one
collects information form only six sites. Seven more sites, including police
departments in Mesa, Tempe, Phoenix, Scottsdale, and Glendale, will be added
to MPI by next summer. and by the end of this year, five sheriff's
departments that already have their own mug photo systems will be linked to
the statewide system. A few agencies, like the Chandler Police Department,
have purchased their own equipment to hook into the system.

"Here's a great thing," said Mark Hatcher, an identification supervisor for
the Mesa Police Department and chairman of the MPI Task Force. The task
force, a grass-roots effort with members from five police agencies in Arizona
has been working for two years to implement the technology. "This opens up
communication from Yuma County to Navajo County," Hatcher said.
"Geographically, they're at different ends of the state, but they can do a
search just like they were here at DPS."

The system standardizes the way mug shots are taken and stored, sets up a
"major clearinghouse" for all photos and allows investigators anywhere in the
state to search for, retrieve and print out mugs and suspect information from
virtually anywhere in the state. It also can be used to create photo lineups
and books of mug shots for victims to look through. "Say a suspect does a
robbery with a mask, and he's got a tattoo on his arm," Villela said.
"Detectives can take that picture of that tattoo and scan it into the system,
and it'll give you everybody that has that tattoo." The system also is
capable of tracking gang affiliations, weapons and registered sex offenders.




IMAGEWARE SOFTWARE, INC.                 27               PHONE 619-673-8600
10883 THORNMINT ROAD                                        FAX 619-673-1770
SAN DIEGO, CA 92127


<PAGE>

REQUEST FOR                     VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                  MILWAUKEE COUNTY
BID #5467

LOS ANGELES COUNTY, LAKEWOOD
----------------------------

ImageWare Software has great experience in the area of composite creation and
the identification of suspects using those composites. The most recent and
important news involves the facial recognition software, Face ID. This
software was created using algorithms developed from MIT research, which
ImageWare has the exclusive right to offer to the law enforcement industry.
The software describes a portion of the face of an individual mathematically,
from the eyebrows to the lips. This represents the majority of facial
features used to differentiate individuals and discounts such things as hair
length and style, eyeglasses, hats, and other adornments.

Face ID is presently installed at the Lakewood substation of the Los Angeles
Sheriff's Department, and was recently used to capture a carjacking suspect.
The victim gave a very accurate description to the Sheriff's Department, and
a composite was created using ImageWare's Suspect ID. This composite was used
to then search their mugshot database using Face ID. The returned search
results contained a suspect that the victim identified from a lineup. This
search took approximately 90 seconds to perform, and caused the identification
and apprehension of the suspect, and subsequently the District Attorney's
office has filed charges against the suspect. The press release of this
incident follows, along with a view of the composite and actual photo of the
suspect.


                                FOR IMMEDIATE RELEASE
                                ---------------------
               LOS ANGELES SHERIFF'S DEPARTMENT IDENTIFIES SUSPECT
                     WITH NEW HIGH-TECH CRIME FIGHTING SOFTWARE

              DETECTIVES UTILIZE FACE ID-TM- FACIAL RECOGNITION SOFTWARE
                       TO ARREST CAR-JACKING AND BATTERY SUSPECT.

San Diego, California - November 3, 1997 - Just three days after installation
of their newest crime fighting weapon, detectives with the Los Angeles County
Sheriff's Department arrested a car jacking and battery suspect "that would
never had been identified without Face ID-TM- facial recognition software",
according to Sergeant Bill Conley of the Los Angeles Sheriff's Office. With
no leads, frustrated detectives had given up on the case weeks prior and
considered it dead until the installation of Face ID. Using a composite of
the suspect, detectives employed the facial recognition program to search
their digital mugshot database for possible matches. Within seconds the
automated search results displayed photos in rank order that were similar to
those of the composite. Detectives investigated the matches, created a
photo-line-up and two witnesses positively identified Eduardo Ochoa as the
suspect. Ochoa was arrested on October 30, 1997 and is being held in lieu of
$125,000 bail. Sergeant Conley was amazed and commented, "Face ID is one of
the most innovative breakthroughs in law enforcement technology."

IMAGEWARE SOFTWARE, INC.                 28               PHONE 619-673-8600
10883 THORNMINT ROAD                                        FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                     VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                  MILWAUKEE COUNTY
BID #5467

Face ID, one of the modules of the C.R.I.M.E.S.-R- suite of integrated law
enforcement programs developed by ImageWare Software, Inc., is a
state-of-the-art facial recognition and retrieval program. Now, investigators
no longer have to spend hundreds of hours trying to identify a suspect.
Detectives can take a suspect composite created in ImageWare's Suspect ID-TM-
program, and seamlessly export it to Face ID, which in turn will
systematically search any digital database of booking images to identify
possible suspects. Similarly, a suspect's image caught on a bank or
convenience store surveillance video can be run against a digital photo
database for possible identification. With Face ID, officers will be able to
utilize this facial recognition technology at the time of booking to
immediately identify a criminal with multiple identities or outstanding
warrants.

San Diego-based ImageWare Software, Inc. is a leader and innovator in
PC-based digital imaging, with its primary focus on public sector and law
enforcement software. Through its growing family of modules, ImageWare is
effectively creating a fully integrated solution to assist in the resolution
of crime worldwide. Currently, the C.R.I.M.E.S. suite consists of five
modules: Suspect ID (facial composite module), Crime Lab-TM- (an image
enhancement and edit program), Vehicle ID-TM- (vehicle identification
program), Face ID (facial recognition application) and Crime Capture System
(digital booking module) which are being used by more than 500 law
enforcement agencies worldwide. ImageWare Software, Inc. is a privately held
company.





















IMAGEWARE SOFTWARE, INC.                 29               PHONE 619-673-8600
10883 THORNMINT ROAD                                        FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                       VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                    MILWAUKEE COUNTY
BID #5467

                LOS ANGELES SHERIFF'S DEPARTMENT IDENTIFIES SUSPECT
                    WITH NEW HIGH-TECH CRIME FIGHTING SOFTWARE

San Diego, California - November 3, 1997 - Just three days after installation

of ImageWare's Face ID-TM-, the program proved itself to be the most effective

high-tech crime fighting software available. Using a composite of a suspect,

detectives employed Face ID to conduct an automated comparison search and

produced a number of photos which closely resembled the suspect in a car

jacking and battery case. Both the victim and witness positively identified

the suspect who was ranked highest in the comparison search.


                                 [PHOTOS]

                                  Face ID
                                   Search


        [PHOTOS]                                            [PHOTOS]

       Suspect ID-R-                                       Identified
        Composite                                           Suspect



                      "The suspect would never had been

                     identified without Face ID-TM- facial

                            recognition software".

                             -SERGEANT BILL CONLEY-
IMAGEWARE SOFTWARE, INC.   LOS ANGELES COUNTY SHERIFF'S
10883 THORNMINT ROAD                DEPARTMENT               Phone 619-673-8600
SAN DIEGO, CA 92127                                          FAX 619-673-1770

<PAGE>

REQUEST FOR                       VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                    MILWAUKEE COUNTY
BID #5467


NEW YORK CITY POLICE DEPARTMENT
-------------------------------

DESCRIPTION OF INSTALLED SYSTEM AND ITS FEATURES:
With over 400,000 bookings each year, the New York City Police Department
is the largest law enforcement agency in the world. The contract for booking
systems for the entire NYPD network clearly establishes XImage as the leading
company for mugshots. XImage was chosen for the high quality of the system,
the adaptability of the software with other technologies and its ability to
be scaled to the size of the project.

The New York City Police Department's booking system, spans 76 precincts in
5 boroughs, including 100 capture stations and redundant central servers.
XImage has a large customer support staff with 24 hours a day, 7 days a week
availability. The operating system is UNIX.

XImage worked as a subcontractor to the worldwide systems integrator, SAIC,
Science Applications International Corporation of McLean, VA. SAIC is an
established provider of computer and information solutions to governmental
agencies worldwide.



HENEPIN COUNTY SHERIFF'S OFFICE (MINNEAPOLIS)
---------------------------------------------

DESCRIPTION OF INSTALLED SYSTEM AND ITS FEATURES:
This system is a UNIX installation with a single ImageBank server, but
servicing input and searching from 6 other agencies. There is also a Mail
Server within the system. There are a total of 18 workstations, 3 of which
are capture stations from within the Henepin County Sheriff's Office. The
database size is approximately 600,000 records at present. ImageWare has
recently received a purchase order from Henepin County to install FaceID-TM-
on the network. This will allow for the facial recognition of subjects, based
on a composite or image.







IMAGEWARE SOFTWARE, INC.
10883 THORNMINT ROAD                    31                   Phone 619-673-8600
SAN DIEGO, CA 92127                                          FAX 619-673-1770

<PAGE>

REQUEST FOR                       VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                    MILWAUKEE COUNTY
BID #5467





                            Video Imaging System RFP#098002


                                     ATTACHMENT B
                                     ------------

                            VENDOR DATA AND REFERENCE SHEET
                            -------------------------------





IMAGEWARE SOFTWARE, INC.
10883 THORNMINT ROAD                    32                   Phone 619-673-8600
SAN DIEGO, CA 92127                                          FAX 619-673-1770

<PAGE>

REQUEST FOR                       VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                    MILWAUKEE COUNTY
BID #5467






















IMAGEWARE SOFTWARE, INC.
10883 THORNMINT ROAD                    33                   Phone 619-673-8600
SAN DIEGO, CA 92127                                          FAX 619-673-1770

<PAGE>

REQUEST FOR                       VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                    MILWAUKEE COUNTY
BID #5467



















IMAGEWARE SOFTWARE, INC.
10883 THORNMINT ROAD                    34                   Phone 619-673-8600
SAN DIEGO, CA 92127                                          FAX 619-673-1770


<PAGE>

REQUEST FOR                  VIDEO IMAGING SYSTEM                       11/11/99
PROPOSAL #098002               MILWAUKEE COUNTY
BID # 5467



IMAGEWARE EXPERIENCE & SUCCESS STORIES
XImage Corporation has over 60 successful installations using the ForceField
technology. There are currently

       -  over 3 million arrestees that have been booked using ImageWare
          systems throughout North America
       -  over 4 million images stored on ImageWare systems worldwide
       -  over 150,000 lineups that have been created on ImageWare systems
       -  over 100,000 people booked in the first 4 months of operation using
          the New York City PD ImageWare system
       -  over 1 million images stored in the state of Florida on ImageWare
          systems
       -  over 800,000 images stored in the state of Washington on ImageWare
          systems &
       -  over 434,000 bookings stored on the Orange County, Florida
          ImageWare system.



OTHER NOTABLE BOOKING INSTALLATIONS

       -  Las Vegas Metro PD (Partnered with PRC/Litton and NEC)
       -  Indianapolis PD
       -  King County (Seattle)
       -  Multnomah County (Portland)
       -  Sonoma County
       -  Orange County
       -  Clackamas County
       -  Marion County
       -  Yolo County
       -  Tacoma PD







IMAGEWARE SOFTWARE, INC.               35                     Phone 619-673-8600
10883 THORNMINT ROAD                                            FAX 619-673-1770
SAN DIEGO, CA 92127



<PAGE>

REQUEST FOR                  VIDEO IMAGING SYSTEM                       11/11/99
PROPOSAL #098002               MILWAUKEE COUNTY
BID # 5467


IMAGEWARE EXECUTIVES


S. JAMES MILLER, JR., CHAIRMAN & CEO
       Mr. Miller came to ImageWare in 1990 after 11 years at Oak Industries,
Inc. Most recently a Senior Vice President for the publicly traded company,
Mr. Miller also served as Chief Legal Officer, Chief Administrative Officer
and President of the company's Far East manufacturing subsidiaries. At Oak
Industries, Mr. Miller's responsibilities included business acquisitions,
divestitures and financing. He also headed the negotiation of technology
licensing arrangements. Mr. Miller holds a J.D. in Law (WITH HONORS) from the
University of San Diego School of Law, and a B.A. in History and Economics
(SUMMA CUM LAUDE) from the University of California at San Diego.


WAYNE G. WETHERELL, VICE PRESIDENT OF FINANCE & CFO
       Prior to becoming ImageWare's Vice President of Finance and CFO, Mr.
Wetherell served in a similar capacity at Bilstein Corporation of America (a
subsidiary of the Krupp Group) for nearly five years. Before joining
Bilstein, he spent 10 years with Oak Industries, Inc., where he served in
various capacities, including Director of Finance and Director of Financial
Planning and Analysis. His responsibilities included management reporting,
financial and strategic planning, and business development. Mr. Wetherell
holds a M.S. in Finance and a B.S. in Management from San Diego State
University.

PAUL J. DEVERMANN, VICE PRESIDENT OF SALES & BUSINESS DEVELOPMENT
       Prior to joining ImageWare in 1996, Mr. Devermann was the Managing
Director and Founding Partner of InTra-International Trade & Transactions, an
international consulting and trading company specializing in facilitating
business transactions between the U.S. and Japan. Prior to that, Mr.
Devermann held the position of Senior Vice President of the San Diego
Economic Development Corporation where he was responsible for marketing and
development from 1985 to 1990. Mr. Devermann spent the previous ten years
with Oak Communications in various capacities of sales, sales management,
marketing and business development positions. He holds a B.S. in Marketing
from Northern Illinois University and a M.B.A. from the University of Puget
Sound.





IMAGEWARE SOFTWARE, INC.               36                     Phone 619-673-8600
10883 THORNMINT ROAD                                            FAX 619-673-1770
SAN DIEGO, CA 92127


<PAGE>

REQUEST FOR                  VIDEO IMAGING SYSTEM                       11/11/99
PROPOSAL #098002               MILWAUKEE COUNTY
BID # 5467


KEY PROJECT STAFF

Project Coordinator: Eric Carlgren
                     -------------

Telephone Number: (619) 673-8600
                  --------------

FAX Number: (619) 673-1770
            --------------


Name                             Years With            Project Role
                                 Company
--------------------------------------------------------------------------------

John Canepa                          6                 Software Developer

Renee Gutierrez                      4                 Documentation & Testing

Tracy Toettcher                      6                 Training Manager

Bill Ibbetson                        6                 Director of R&D

Other staff will be identified after contract award.












IMAGEWARE SOFTWARE, INC.               37                     Phone 619-673-8600
10883 THORNMINT ROAD                                            FAX 619-673-1770
SAN DIEGO, CA 92127


<PAGE>

REQUEST FOR                  VIDEO IMAGING SYSTEM                      11/11/99
PROPOSAL #098002               MILWAUKEE COUNTY
BID # 5467

WILLIAM J. IBBETSON
3520 MISSION MESA WAY
SAN DIEGO, CA 92120
(619) 582-0830

================================================================================

EMPLOYMENT     IMAGEWARE SOFTWARE, INC. SAN DIEGO, CA
EXPERIENCE     MARCH 1992 TO PRESENT

               CHIEF TECHNICAL OFFICER
               -  Responsible for all technical aspects of the company.
               -  Direct technical solutions and industry positioning of
                  products.

               MANAGER, RESEARCH AND DEVELOPMENT
               -  Manage software development team.
               -  Design software applications and utilities.
               -  Conduct new products feasibility studies.
               -  Analyze product/project costs and schedules.

               PHOTO IMAGING SPECIALIST
               -  Develop patented imaging technology.
               -  Design digital image algorithms.
               -  Integrate imaging technologies into software applications.

               INDEPENDENT CONSULTANT, SAN DIEGO, CA
               JUNE 1987 TO PRESENT

               ADMIT 1 TECHNOLOGIES
               -  Designed and developed graphic based screensaver.
               -  Created animation and imaging for screensaver.

               RESOURCE SUPPLY, INC.
               -  Designed accounts payable/receivable database application.
               -  Created an Inventory Control System.

PUBLICATIONS   -  WROX PRESS - TECHNICAL EDITOR
                  Beginners Guide to Visual C+ +, January 1996
               -  VISUAL BASIC PROGRAMMERS JOURNAL - CO-AUTHOR
                  Animation Techniques in VB, February 1996


IMAGEWARE SOFTWARE, INC.               38                    Phone 619-673-8600
10883 THORNMINT ROAD                                          FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                  VIDEO IMAGING SYSTEM                      11/11/99
PROPOSAL #098002               MILWAUKEE COUNTY
BID # 5467


PATENTS        -  METHOD AND APPARATUS FOR THE ELECTRONIC TRANSMISSION OF AN
                  IMAGE FROM A PHOTO KIOSK - INVENTOR
                  Patent Pending
               -  IMAGEWARES PATENT PORTFOLIO - TECHNICAL LIAISON
                  U.S. Patent No. 5,345,313 - Image editing system
                  U.S. Patent No. 5,469,536 - Color masking system
                  U.S. Patent No. 5,577,179 - Object layering
                  U.S. Patent No. 5,343,386 - Electronically produced postcards

================================================================================

SPECIALIZED    -  C/C+ + PROGRAMMING
SKILLS         -  MICROSOFT FOUNDATION CLASSES (MFC)
               -  VISUAL BASIC PROGRAMMING
               -  RDBMS DESIGN, INTEGRATION AND MANAGEMENT
               -  DIGITAL PHOTO IMAGING MANIPULATION/ENHANCEMENT
               -  NOVELL/NT SERVER CONFIGURATION, CONNECTIVITY AND
                  ADMINISTRATION
               -  INTERNET/INTRANET APPLICATION DEVELOPMENT

EDUCATION      COLEMAN COLLEGE                 COMPUTER ELECTRONICS TECHNOLOGY
               GRADUATE 1992                   1990-1992
               HONORS - TOP 5% OF CLASS        COMPUTER HARDWARE SPECIALIST
               DEANS LIST - 3.947 GPA

ADDITIONAL     -  NETSCAPE DEVELOPERS CONFERENCE
TRAINING       -  MICROSOFT MFC DEVELOPERS CONFERENCE
               -  MICROSOFT INTERACTIVE MULTIMEDIA CONFERENCE



IMAGEWARE SOFTWARE, INC.               39                    Phone 619-673-8600
10883 THORNMINT ROAD                                          FAX 619-673-1770
SAN DIEGO, CA 92127


<PAGE>

REQUEST FOR                       VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                    MILWAUKEE COUNTY
BID #5467


JOHN J. CANEPA

SENIOR SOFTWARE ENGINEER
------------------------

SUMMARY OF EXPERIENCE

Five years experience in the imaging software industry. Senior developer for
windows based law enforcement applications. Designed user interface, database
search tools and data acquisition screens for digital booking and
investigative applications. Worked directly with the State of Arizona in
design, development and acceptance of the AZAFIS Mug Photo System.


EMPLOYMENT HISTORY

FEBRUARY 1993 TO PRESENT. SOFTWARE ENGINEER, IMAGEWARE SOFTWARE, INC.
Hired for quality assurance and software support. Moved into programming to
modify existing code for product updates. Experience using VB, C++, MFC,
ODBC, and SQL on Windows 3.1, Windows 95 and Windows NT. Developed data
acquisition applications for in house utilities. Designed algorithm to rotate
2D raster objects in 3D using OpenGL. Senior software engineer for the
development of the Crime Capture System (CCS). Experienced in developing user
interface, data entry and database query applications using ODBC and MFC.
Developed multithreaded Windows 95/NT law enforcement investigative
application for searching UNIX booking database.


OCTOBER 1991 TO NOVEMBER 1992. MARKETING MANAGER, DESIGN DRAFTING AND
ENGINEERING, INC.
Designed and maintained customer contact management software and database.
Managed direct marketing for the sales of CAD/CAM software.

EDUCATION

B.A. Applied Mathematics, University of California, San Diego, 1993






IMAGE SOFTWARE, INC.
10883 THORNMINT ROAD                    40                   Phone 619-673-8600
SAN DIEGO, CA 92127                                          FAX 619-673-1770

<PAGE>

REQUEST FOR                  VIDEO IMAGING SYSTEM                      11/11/99
PROPOSAL #098002               MILWAUKEE COUNTY
BID # 5467


RENEE GUTIERREZ

TECHNICAL DOCUMENTATION DEVELOPER

SUMMARY OF EXPERIENCE
Ms. Gutierrez has 8 years of experience in the computer software industry.
She has 7 years of documentation and user interface design experience with
extensive recent experience in the usability of law enforcement software.

EMPLOYMENT HISTORY

MAY 1995 TO PRESENT. IMAGEWARE SOFTWARE, INC.
-  Create software user manuals, including research, writing, and design.
Test software for usability and develop hypertext On-line Help. Coordinate
with clients and R&D and Marketing departments to design print reports, user
interface and icons for all law enforcement applications.

-  Responsible for all Webmaster duties, including design and creation of
HTML pages, graphics, photo-imaging, and Web conferencing maintenance.

NOVEMBER 1994 TO PRESENT. INDEPENDENT CONTRACTOR
-    CASIO INC. - Created software user manual and On-Line Help file for
     Windows interface to the Casio B.O.S.S.

-    ABACUS DATA SYSTEMS - Created software user manuals for Windows based
     legal/attorney software.

-    WINDOWS LINK, INC. - Created software user manual and On-Line Help file
     for Windows interface to Royal and Sharp handheld organizers.

-    PERSONAL RESOURCE SYSTEMS - Created software user manual and On-Line
     Help file for Windows Time Management software.

-    EAGLE INTERNATIONAL - Created software user manual and On-Line Help file
     for Windows PIM.

-    KINGSLEY MACHINE COMPANY - Created software user manual and On-Line Help
     file for Windows desktop publishing program. In addition created manual
     for foil stamping hardware.

NOVEMBER 1994 TO MAY 1995.  STELLCOM TECHNOLOGIES
Independent Contractor.  Worked as a contract Technical Writer and Quality
Assurance Engineer.

-    EDITPRO CORPORATION - Created software user manual and On-Line Help file
     for Windows program editor.

-    INTUIT - Performed Quality Assurance testing on in-house Windows referral
     program. Wrote training documentation and trained staff in use of the
     Partners-TM- program.


IMAGEWARE SOFTWARE, INC.               41                    Phone 619-673-8600
10883 THORNMINT ROAD                                          FAX 619-673-1770
SAN DIEGO, CA 92127

<PAGE>

REQUEST FOR                       VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                    MILWAUKEE COUNTY
BID #5467

-  HORIZONS TECHNOLOGY, INC. - Created documentation for CD Rom Maps software
   and LAN auditing software.

JULY 1993 TO OCTOBER 1994. POLARIS SOFTWARE, INC.
-  Manager, Information Development. Created software user manuals, including
   research, writing, and design. Tested software for usability and developed
   hypertext On-Line Help. Coordinated with Usability, Development, and
   Marketing departments on design and implementation.

MARCH 1991 TO JULY 1993. MIDRANGE COMPUTING
-  Assistant Director Software Division. Coordinated all software sales,
technical support, and marketing. Senior technical writer of software
manuals. Administered technical support through diagnostics and
troubleshooting. Trained and supervised technical support and sales staffs.
-  Assistant Manager, Business to Business Sales. Trained and supervised
staff in sales of technical manuals, software, and trade journal. Coordinated
trade shows and training seminars.


EDUCATION

B.A., English, University of Arizona, Tucson, AZ, 1985


IMAGE SOFTWARE, INC.
10883 THORNMINT ROAD                    42                   Phone 619-673-8600
SAN DIEGO, CA 92127                                          FAX 619-673-1770

<PAGE>

REQUEST FOR                  VIDEO IMAGING SYSTEM                      11/11/99
PROPOSAL #098002               MILWAUKEE COUNTY
BID # 5467


OTHER C.R.I.M.E.S. REFERENCES

AZ DPS                                 Cyndy Pellien            602-223-2401
Los Angeles SO                         Sgt. Bill Conley         562-866-9061
Corona PD CA                           Danny Verdugo            909-279-3642
Raynham PD MA                          Lou Pacheco              508-824-2727
Independence PD KS                     Harry Smith              316-332-1700
Little Rock PD AR                      Chuck Ray                501-371-4660
Long Island Railroad Police            Kevin Farrell            718-558-3346
Naval Investigative Service            Brandon Armstrong        619-556-1386
E. Prvidence PD RI                     Capt Broadmeadow         401-435-7626
San Diego PD CA                        David Cavanaugh          619-531-2623
San Diego SO CA                        Mark Kelly               619-258-3100
Monroe SO NY                           Jim Beikirch             716-428-5432
Placentia PD CA                        Matt Reynolds            714-993-8164
Austin PD TX                           Cheryl Bowne             512-480-5145
Visalia PD CA                          Det Sharon Brown         209-738-3235
Wilson County SO TN                    Lt Bob White             615-444-1459
San Bernardino SO CA                   Dep Karen Rice           909-387-8812
Los Angeles PD CA                      Det Tom Barnhart         818-756-8553
Bullhead City PD AZ                    Capt Rodney Head         520-763-9200
Arlington, PD TX                       Det Pat Smith            817-459-5710
New York City Police Department        Lt. Brian Griffin        212-374-5020
Clackamas County Sheriff's Office      Joanne LeBreun           503-650-3155
Stanislaus County Sheriff's Office     Gordon Brusso            209-525-7279
Santa Ana Police Department            Lt. George Saadeh        714-245-8410
Henepin County Sheriff's Dept          Sheryl Loose             612-348-9648


IMAGEWARE SOFTWARE, INC.               43                    Phone 619-673-8600
10883 THORNMINT ROAD                                          FAX 619-673-1770
SAN DIEGO, CA 92127


<PAGE>

REQUEST FOR                       VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                    MILWAUKEE COUNTY
BID #5467


2.4 MAINTENANCE
-------------------------------------------------------------------------------

Maintenance for the system will be 7 days per week, 24 hours a day, with all
agencies in MILWAUKEE COUNTY SHERIFF'S OFFICE having just one toll-free
number to call for service. ImageWare will meet the response times as
outlined in the RFP. Initial calls will be received by the IWS Help Desk. If
no one is available, a call back will be made within 1 hour. Within a 8 hour
period, a hardware technician will be on-site to troubleshoot and correct the
problem.

If any installation within any agency will require access to restricted areas
by IWS employees, it is expected that information will be given to ImageWare
during contract negotiations. ImageWare will make any and all information
available to the MILWAUKEE COUNTY SHERIFF'S OFFICE for each employee who must
have access to the restricted areas.

The equipment and software supplied as part of this proposal will be fully
guaranteed for a minimum period of 12 months. All prices quoted as part of
this proposal are guaranteed for a period of 12 months.

The central server comes complete with dial-in modem, and the IBM Netfinity
Manager software and clients installed on each supplied workstation. This
will enable the customer service rep to access, and actually 'take over'
workstations when necessary to diagnose and repair any problems.

Software support first level is via toll free number to phone support. This
customer service rep has the ability to escalate the problem up to level 2
support, which is an R&D engineer. It that person requires an on-site rep,
one will be dispatched. We also include IBM hardware support with each IBM
system. Sometimes, the ImageWare programmer just needs a set of hands and
eyes on-site, and an IBM technician will be dispatched. Dial-in access is
available to both levels 1 and 2, and using Netfinity Manager, many problems
can be diagnosed and resolved by 'taking over' the workstation that is having
problems, seeing the error happen, and resolving the situation immediately
via remote connection.


2.5 TRAINING
-------------------------------------------------------------------------------

Training will be accomplished at each agency location, using their system
equipment. All handout materials and reference materials will be furnished.
It is recommended that at least one training session be video taped and
duplicated for each agency for on-going training purposes. This proposal
includes two full days of training of no more than 20 people at a time.

For Training schedules see page 26.

IMAGEWARE SOFTWARE, INC.
10883 THORNMINT ROAD                    44                   Phone 619-673-8600
SAN DIEGO, CA 92127                                          FAX 619-673-1770

<PAGE>

REQUEST FOR                       VIDEO IMAGING SYSTEM                11/11/99
PROPOSAL #098002                    MILWAUKEE COUNTY
BID #5467


2.6 WORKPLAN
-------------------------------------------------------------------------------

PROJECT ORGANIZATIONS & STAFFING
--------------------------------

A Project Manager will be named by ImageWare Software, Inc., to oversee and
manage the planning, monitoring, reporting, and acceptance of the system
outlined in the proposal if ImageWare is the successful vendor. This person's
resume will be supplied during contract negotiations. It is expected that the
MILWAUKEE COUNTY SHERIFF'S OFFICE will also name a Project Coordinator who
will work with the IWS Project Manager, who will be responsible for all tasks
outlined as COUNTY responsibility on the task list.

APPROACH TO PROJECT
-------------------
ImageWare has a well-defined, disciplined approach to program management
which includes:

    -  Attention to customer satisfaction
    -  Regular communications with customer via weekly status meetings,
       monthly project status reports, and quarterly reviews
    -  Regularly scheduled status meetings with the project staff

ImageWare will avoid and mitigate risks by reviewing, prioritizing, and
monitoring key project risks throughout the project life cycle. Identified
project risks will be recorded and tracked to resolution. Identification of
risks and potential mitigation plans will be reviewed with the project staff
monthly, documented in the project reports, and presented to the MILWAUKEE
COUNTY SHERIFF'S OFFICE's Project Coordinator during the project reviews. By
identifying risks early before they have impacted the project, the actual
impact to the project can be decreased, if not totally eliminated. An
inescapable fact of project management is that there are always risks. The
key to ensuring a successful project is to manage them. This means the
following must be done early, before the risk actually impacts the project:

    -  Identify risks (technical, schedule, and cost)
    -  Prioritize and quantify risks
    -  Assign responsibility
    -  Mitigate (determine mitigation action, responsible person, due date)
    -  Track Progress


IMAGEWARE SOFTWARE, INC.
10883 THORNMINT ROAD                    45                   Phone 619-673-8600
SAN DIEGO, CA 92127                                          FAX 619-673-1770




<PAGE>

REQUEST FOR                  VIDEO IMAGING SYSTEM                      11/11/99
PROPOSAL #098002               MILWAUKEE COUNTY
BID # 5467

<TABLE>
<CAPTION>

<S>                                  <C>                                      <C>                          <C>
--------------------------------
  CUSTOMIZATION DEFINITION
--------------------------------
                                     --------------------------------
                                       CUSTOMIZATION IMPLEMENTATION
                                     --------------------------------
PHASE 1: TASKS                                                                ---------------
--------------                                                                  DEPLOYMENT
- Define field definitions                                                    ---------------
- Define field validation rules                                                                            ---------------------
- Define code tables                    PHASE 2: TASKS                                                      MAINTENANCE SUPPORT
- Define print formats, Audit Trail     --------------                                                     ---------------------
                                        - Implement customized database
- Define Mandatory Fields               - Implement field validation rules
                                        - Implement customized screens        PHASE 3: TASKS
- Site Surveys                          - Implement Audit Trail reports       --------------
- Procure Components                                                          - Integration
                                        - Develop installation plan           - Installation                 PHASE 4: TASKS
PHASE 1: MILESTONES                     - Develop acceptance test document    - Training                     --------------
-------------------                     - Develop training material           - System Acceptance            - HW & SW Maintenance
- Specifications Review                 - Develop user manuals                                                - Enhancements &
- Purchase Order Issued                                                                                          upgrades (Option)
                                        PHASE 2: MILESTONES
PHASE 1: DELIVERABLES                   -------------------                   PHASE 3: MILESTONES
---------------------                   - Ready-To-Ship Review                -------------------
- Specifications Document               - Installation Schedule Review         - Site Reviews
- Installation Schedule (preliminary)                                          - Final System Acceptance      PHASE 4: MILESTONES
- Purchase Order                        PHASE 2: DELIVERABLES                                                --------------------
                                        ---------------------                                                - Maint. Plan Review
                                        - Acceptance Test Plan                PHASE 3: DELIVERABLES
                                        - Installation Schedule               ---------------------
                                                                              - Site hardware                PHASE 4: DELIVERABLES
                                                                              - Site software                ---------------------
                                                                              - Training Material            - Help Desk Incidence
                                                                              - User Manual                      Statistics
                                                                              - System Administration        - Maint. Plan
                                                                                  Manual
</TABLE>


IMAGEWARE SOFTWARE, INC.
10883 THORNMINT ROAD                    46                   619-673-8600 voice
SAN DIEGO, CA 92127                                            619-673-1770 Fax

<PAGE>

REQUEST FOR                  VIDEO IMAGING SYSTEM                      11/11/99
PROPOSAL #098002               MILWAUKEE COUNTY
BID # 5467


2.7 FINANCIAL STABILITY
-------------------------------------------------------------------------------

IWS has included financial statements from 1996, 1997 and through November of
1998. When reviewing the attached financials for November 30, 1998 several
issues should be noted. On the Consolidating Income Statement included in the
11 months, results are approximately $1 million of one time costs related to
the acquisition and integration of XImage operations into ImageWare. When
reviewing the 11/30/98 Balance Sheet, the fact is that IMAGEWARE IS (AS OF
3/1/99) LESS THAN THIRTY DAYS AWAY FROM FUNDING A $10,000,000 EQUITY FROM A
GROUP OF INSTITUTIONAL INVESTORS LED BY J.P. MORGAN. A summarized pro-forma
balance sheet is provided below which shows the 11/30/98 balance sheet
assuming the equity investment and the planned immediate use of funds for
debt and liabilities had already taken place.

<TABLE>
<CAPTION>

Balance Sheet 11/30/98                       Actual          Pro-Forma
                                          -------------------------------
<S>                                       <C>                <C>
Cash                                         223,627           5,623,627
Other Current Assets                       1,538,815           1,538,815
Fixed Assets                                 273,876             273,876
Other Assets                               3,133,738           3,133,738
                                          -------------------------------
   Total Assets                            5,170,056          10,570,056

Current Liabilities                        5,305,564           1,555,564
Long Term Liabilities                        674,059             674,059
                                          -------------------------------
   Total Liabilities                       5,979,623           2,229,623

Stockholders Equity                         (809,567)          8,340,433

                                          -------------------------------
   Total Liabilities and S. E.             5,170,056          10,570,056
                                          -------------------------------
</TABLE>

IMAGEWARE SOFTWARE, INC.
10883 THORNMINT ROAD                    47                   619-673-8600 voice
SAN DIEGO, CA 92127                                            619-673-1770 Fax